UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K☒

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934☐

for the fiscal year ended March 31, 2024 orTransition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period
fromtoCommission file number: 001-32253

ENERSYS(Exact name of registrant as specified in its charter)

Delaware23-3058564(State or other jurisdiction ofincorporation or organization)(I.R.S. Employer
Identification No.)

2366 Bernville Road
Reading, Pennsylvania 19605(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: 610-208-1991
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value per share

Trading Symbol
ENS

Name of each exchange on which registered
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☒

Non-accelerated filer☐

Emerging growth company☐(Do not check if a smaller reporting company)

Accelerated filer☐

Smaller reporting company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements. ☐ Yes ☒ No
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates at October 1, 2023: $3,859,791,990 (1) (based upon its
closing transaction price on the New York Stock Exchange on September 29, 2023).
(1) For this purpose only, “non-affiliates” excludes directors and executive officers.
Common stock outstanding at May 17, 2024:

40,147,603 Shares of Common Stock

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on or about August 1, 2024 are incorporated byreference in Part III of this Annual Report.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides a safe harbor for forward-looking statements made by or on behalf of
EnerSys. EnerSys and its representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in
EnerSys’ filings with the Securities and Exchange Commission (“SEC”) and its reports to stockholders. Generally, the inclusion of the words “anticipate,”“believe,” “expect,” “future,” “intend,” “estimate,” “will,” “plans,” or the negative of such terms and similar expressions identify statements that constitute“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and thatare intended to come within the safe harbor protection provided by those sections. All statements addressing operating performance, events, or developmentsthat EnerSys expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, and market
share, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements within the meaning of the Reform
Act. The forward-looking statements are and will be based on management’s then-current beliefs and assumptions regarding future events and operating
performance and on information currently available to management, and are applicable only as of the dates of such statements.
Forward-looking statements involve risks, uncertainties and assumptions. Although we do not make forward-looking statements unless we believe we have areasonable basis for doing so, we cannot guarantee their accuracy. Actual results may differ materially from those expressed in these forward-looking statements
due to a number of uncertainties and risks, including the risks described in this Annual Report on Form 10-K and other unforeseen risks. You should not put
undue reliance on any forward-looking statements. These statements speak only as of the date of this Annual Report on Form 10-K, even if subsequently madeavailable by us on our website or otherwise, and we undertake no obligation to update or revise these statements to reflect events or circumstances occurring
after the date of this Annual Report on Form 10-K.
Our actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons, including the following factors:
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economic, financial and other impacts of the pandemic, global supply chain disruptions, and labor shortages;
general cyclical patterns of the industries in which our customers operate;
global economic trends, competition and geopolitical risks, including impacts from the ongoing conflict between Russia and Ukraine and the related
sanctions and other measures, changes in the rates of investment or economic growth in key markets we serve, or an escalation of sanctions, tariffs orother trade tensions between the U.S. and China or other countries, and related impacts on our global supply chains and strategies;
the extent to which we cannot control our fixed and variable costs;
the raw materials in our products may experience significant fluctuations in market price and availability;
certain raw materials constitute hazardous materials that may give rise to costly environmental and safety claims;
legislation regarding the restriction of the use of energy or certain hazardous substances in our products;
risks involved in our operations such as supply chain issues, disruption of markets, changes in import and export laws, environmental regulations,currency restrictions and local currency exchange rate fluctuations;
our ability to raise our selling prices to our customers when our product costs increase;
the extent to which we are able to efficiently utilize our global manufacturing facilities and optimize our capacity;changes in macroeconomic and market conditions and market volatility, including inflation, interest rates, the value of securities and other financial
assets, transportation costs, costs and availability of electronic components, lead, plastic resins, steel, copper and other commodities used by us, and theimpact of such changes and volatility on our financial position and business;competitiveness of the battery markets and other energy solutions for industrial applications throughout the world;
our timely development of competitive new products and product enhancements in a changing environment and the acceptance of such products andproduct enhancements by customers;
our ability to adequately protect our proprietary intellectual property, technology and brand names;
litigation and regulatory proceedings to which we might be subject;
our expectations concerning indemnification obligations;changes in our market share in the business segments where we operate;
our ability to implement our cost reduction initiatives successfully and improve our profitability;
quality problems associated with our products;
our ability to implement business strategies, including our acquisition strategy, manufacturing expansion and restructuring plans;
our acquisition strategy may not be successful in locating advantageous targets;

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our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we acquire into our operations and our ability
to realize related revenue synergies, strategic gains, and cost savings may be significantly harder to achieve, if at all, or may take longer to achieve;
potential goodwill impairment charges, future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projectedfinancial results are not achieved within expected time frames;
our debt and debt service requirements which may restrict our operational and financial flexibility, as well as imposing unfavorable interest andfinancing costs;
our ability to maintain our existing credit facilities or obtain satisfactory new credit facilities or other borrowings;
adverse changes in our short and long-term debt levels under our credit facilities;
our exposure to fluctuations in interest rates on our variable-rate debt;
our ability to attract and retain qualified management and personnel;
our ability to maintain good relations with labor unions;credit risk associated with our customers, including risk of insolvency and bankruptcy;
our ability to successfully recover in the event of a disaster affecting our infrastructure, supply chain, or our facilities;
delays or cancellations in shipments;
occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics, outbreaks ofhostilities or terrorist acts, or the effects of climate change, and our ability to deal effectively with damages or disruptions caused by the foregoing; andthe operation, capacity and security of our information systems and infrastructure.

This list of factors that may affect future performance is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be
evaluated with the understanding of their inherent uncertainty.

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EnerSys
Annual Report on Form 10-K
For the Fiscal Year Ended March 31, 2024
Index
Page
PART I
Cautionary Note Regarding Forward-Looking Statements

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Item 1.

Business

6

Item 1A.

Risk Factors

14

Item 1B.

Unresolved Staff Comments

27

Item 1C.

Cybersecurity

27

Item 2.

Properties

29

Item 3.

Legal Proceedings

29

Item 4.

Mine Safety Disclosures

29

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

30

Item 6.

Reserved

32

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

33

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

50

Item 8.

Financial Statements and Supplementary Data

53

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

108

Item 9A.

Controls and Procedures

108

Item 9B.

Other Information

108

Item 9C.

Disclosure regarding foreign jurisdictions that prevent inspections

108

Item 10.

Directors, Executive Officers and Corporate Governance109

Item 11.

Executive Compensation

109

Item 12.

Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters

109

Item 13.

Certain Relationships and Related Transactions, and Director Independence

109

Item 14.

Principal Accounting Fees and Services

110PART IIPART IIIPART IV
Item 15.

Exhibits, Financial Statement Schedules

111

Signatures

115

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PART IITEM 1.

BUSINESS

Overview
EnerSys (the “Company,” “we,” or “us”) is a world leader in stored energy solutions for industrial applications. We design, manufacture, and distribute energy
systems solutions, and motive power batteries, specialty batteries, battery chargers, power equipment, battery accessories and outdoor equipment enclosuressolutions to customers worldwide. Energy Systems, which combine power conversion, power distribution, energy storage, and thermally managed enclosures,are used in the telecommunication, broadband, data center, and utility industries, uninterruptible power supplies, and numerous applications requiring stored
energy solutions. Motive Power batteries and chargers are utilized in electric forklift trucks, automated guided vehicles (AGVs), and other industrial electric
powered vehicles. Specialty batteries are used in aerospace and defense applications, large over the road trucks, premium automotive, and medical products.
New Ventures provides energy storage and management systems for demand charge reduction, utility back-up power, and dynamic fast charging for electricvehicles. We also provide aftermarket and customer support services to over 10,000 customers in more than 100 countries through a network of distributors,
independent representatives, and our internal sales force around the world.
The Company's chief operating decision maker, or CODM (the Company's Chief Executive Officer), reviews financial information for purposes of assessing
business performance and allocating resources, by focusing on the lines of business on a global basis. The Company identifies the following as its four
operating segments, based on lines of business:•

Energy Systems - uninterruptible power systems, or “UPS” applications for computer and computer-controlled systems used in data centers, as well as
telecommunications systems, switchgear and electrical control systems used in industrial facilities and electric utilities, large-scale energy storage andenergy pipelines. Energy Systems also includes highly integrated power solutions and services to broadband, telecom, data center, and renewable andindustrial customers, as well as thermally managed cabinets and enclosures for electronic equipment and batteries.
• Motive Power - power for electric industrial forklifts used in manufacturing, warehousing and other material handling
applications, AGVs, as well as mining equipment, diesel locomotive starting and other rail equipment.
• Specialty - premium batteries for starting, lighting and ignition applications in premium automotive and large over-the-road trucks, energy storage
solutions for satellites, spacecraft, commercial aircraft, military land vehicles, aircraft,submarines, ships and other tactical vehicles, as well as medical devices and equipment; and• New Ventures - energy storage and management systems for demand charge reduction, utility back-up power, and dynamic fast charging for electricvehicles.
See Note 23 to the Consolidated Financial Statements for information on segment reporting.
Fiscal Year Reporting
In this Annual Report on Form 10-K, when we refer to our fiscal years, we state “fiscal” and the year, as in “fiscal 2024”, which refers to our fiscal year ended
March 31, 2024. The Company reports interim financial information for 13-week periods, except for the first quarter, which always begins on April 1, and thefourth quarter, which always ends on March 31. The four quarters in fiscal 2024 ended on July 2, 2023, October 1, 2023, December 31, 2023, and March 31,
2024, respectively. The four quarters in fiscal 2023 ended on July 3, 2022, October 2, 2022, January 1, 2023, and March 31, 2023, respectively.
History
EnerSys and its predecessor companies have been manufacturers of industrial batteries for over 125 years. Morgan Stanley Capital Partners teamed with the
management of Yuasa, Inc. in late 2000 to acquire from Yuasa Corporation (Japan) its reserve power and motive power battery businesses in North and SouthAmerica. We were incorporated in October 2000 for the purpose of completing the Yuasa, Inc. acquisition. On January 1, 2001, we changed our name from
Yuasa, Inc. to EnerSys to reflect our focus on the energy systems nature of our businesses.
In 2004, EnerSys completed its initial public offering (the “IPO”) and the Company’s common stock commenced trading on the New York Stock Exchange,
under the trading symbol “ENS”.

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Key Developments
There have been several key stages in the development of our business, which explain to a significant degree our results of operations over the past several
years.
In March 2002, we acquired the reserve power and motive power business of the Energy Storage Group of Invensys plc. (“ESGI”). Our successful integration of
ESGI provided global scale in both the reserve and motive power markets. The ESGI acquisition also provided us with a further opportunity to reduce costs andimprove operating efficiency.
Between fiscal years 2003 through 2024, we made thirty-five acquisitions around the globe. There were no significant acquisitions in fiscal 2024, 2023, and2022.
On May 2, 2024, EnerSys announced that the Company has entered into a definitive agreement to acquire Bren-Tronics, Inc. for approximately $208 million,
subject to adjustments. Bren-Tronics, Inc is a leading manufacturer of highly reliable portable power solutions, including small and large lithium batteries andcharging solutions, for military and defense applications. The acquisition is expected to close by the end of the second quarter of fiscal 2025, subject to thesatisfaction of customary closing conditions.
Our Customers
We serve over 10,000 customers in over 100 countries, on a direct basis or through our distributors. We are not overly dependent on any particular end market.
Our customer base is highly diverse, and no single customer accounts for more than 10% of our revenues.
Our Energy Systems customers consist of both global and regional customers. These customers are in diverse markets including telecommunication andbroadband services, data centers, electric utilities, emergency lighting, renewable energy, and industrial utilities.
Our Motive Power products are sold to a large, diversified customer base. These customers include material handling equipment dealers, forklift and heavy
truck original equipment manufacturers (“OEMs”) and end users of such equipment. End users include manufacturers, distributors, warehouse operators,
retailers, airports, mine operators and railroads.
Our Specialty products are utilized in transportation, primarily in premium automotive and large over-the-road trucking, aerospace and defense and medical
markets. The products are sold globally to OEMs, distribution partners, vehicle fleets and directly to government entities such as the United States of America,
Germany and the United Kingdom.
Our New Ventures energy storage and management systems are sold to customers who own or manage commercial real estate and own or manage retail
operations. The systems are sold globally through our direct sales channel. We received our first system orders in fiscal year 2024 from our launch customer in
Canada and other customers based in the United States.
Distribution and Services
We distribute, sell and service our products throughout the world, principally through company-owned sales and service facilities, as well as throughindependent manufacturers’ representatives. Our company-owned network allows us to offer high-quality service, including preventative maintenance programs
and customer support. Our warehouses and service locations enable us to respond quickly to customers in the markets we serve. We believe that the extensive
industry experience of our sales organization results in strong long-term customer relationships.
Manufacturing and Raw Materials
We manufacture and assemble our products at manufacturing facilities located in the Americas, EMEA and Asia. With a view toward projected demand, we
strive to optimize and balance capacity at our battery manufacturing facilities globally, while simultaneously minimizing our product cost. By taking a global
view of our manufacturing requirements and capacity, we believe we are better able to anticipate potential capacity bottlenecks and equipment and capitalfunding needs.
The primary raw materials used to manufacture our products include lead, plastics, steel and copper. We purchase lead from a number of leading suppliers
throughout the world. Because lead is traded on the world’s commodity markets and its price7

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fluctuates daily, we periodically enter into hedging arrangements for a portion of our projected requirements to reduce the volatility of our costs.
Competition
The industrial energy storage market is highly competitive both among competitors who manufacture and sell industrial energy storage solutions and batteries,
energy management solutions, dynamic fast chargers for EVs, and among customers who purchase these solutions. Our competitors range from development
stage companies to large domestic and international corporations. Certain of our competitors produce energy storage products utilizing technologies or
chemistries different from our own. We compete primarily on the basis of reputation, product quality, reliability of service, delivery lead time and price. We
believe that our products and services are competitively priced.
Energy Systems
We compete principally with East Penn Manufacturing, Exide Technologies (Stryten), Fiamm, SAFT, New Power, C&D Technologies Inc., Vertiv, ABB,
Amphenol, Eltek (a Delta Group company), as well as Chinese producers.
Motive Power
Our primary global competitors in traditional lead-acid include East Penn Manufacturing, Exide Technologies (Stryten), Hoppecke, Eternity, Midac, Sunlightand TAB, as well as a number of domestic Chinese manufacturers.
Additionally, while lithium-ion battery technology in the motive power space has traditionally been relegated to smaller material handling applications, we haveseen the entrance of a number of companies into larger battery types, acting as lithium cell packagers or integrators of cells sourced primarily from Asia. The
integrators include forklift original equipment manufacturers either directly or through partnership with other entities.
Specialty
We compete globally within the transportation, aerospace and defense markets and specialized lithium technologies used in these critical applications. Our thinplate pure lead (TPPL) technology is a significant player in the applications using absorbed glass materials (AGM). Our major competitors in AGM technology
are Clarios, East Penn Manufacturing, Exide Technologies (Stryten), Fiamm, Banner and Atlas. In the Aerospace and Defense specialized markets our maincompetitors are Eagle Picher and SAFT.
New Ventures
We compete globally within the energy storage system and DC fast charging market with specialized lithium technologies offering solutions that combine
energy management for commercial and retail buildings and dynamic fast charging for EVs. Our primary competitors are Jule, Tritium, and ABB.
Warranties
Warranties for our products vary geographically and by product type and are competitive with other suppliers of these types of products. Generally, our Energy
Systems product warranties range from one to twenty years, our Motive Power product warranties range from one to five years and from one to four years forSpecialty transportation batteries. The length of our warranties is varied to reflect regional characteristics and competitive influences. In some cases, ourwarranty period may include a pro rata period, which is typically based around the design life of the product and the application served. Our warranties
generally cover defects in workmanship and materials and are limited to specific usage parameters.
Intellectual Property
We have numerous patents and patent licenses in the United States and other jurisdictions but do not consider any one patent to be material to our business.
From time to time, we apply for patents on new inventions and designs, but we believe that the growth of our business will depend primarily upon the quality ofour products and our relationships with our customers, rather than the extent of our patent protection.

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We believe we are the leader in TPPL technology. We believe that a significant capital investment would be required by any party desiring to produce products
using TPPL technology for our markets.
We own or possess exclusive and non-exclusive licenses and other rights to use a number of trademarks in various jurisdictions. We have obtained registrations
for many of these trademarks in the United States and other jurisdictions. Our various trademark registrations currently have durations of approximately 10 to
20 years, varying by mark and jurisdiction of registration and may be renewable. We endeavor to keep all of our material registrations current. We believe thatmany such rights and licenses are important to our business by helping to develop strong brand-name recognition in the marketplace.
Seasonality
Our business generally does not experience significant quarterly fluctuations in net sales as a result of weather or other trends that can be directly linked toseasonality patterns, although transportation and power electronics can experience seasonality in colder months. Despite that, historically our fourth quarter isour best quarter with higher revenues and generally more working days while our second quarter is the weakest due to the summer holiday season in Western
Europe and North America.
Product and Process Development
Our product and process development efforts are focused on the creation of new energy storage products, and integrated power systems and controls. We
allocate our resources to the following key areas:
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the design and development of new products;
optimizing and expanding our existing product offering;
waste and scrap reduction;
production efficiency and utilization;
capacity expansion without additional facilities; andquality attribute maximization.

Employees
At March 31, 2024, we had approximately 10,797 employees. Of these employees, approximately 28% were covered by collective bargaining agreements.
Employees covered by collective bargaining agreements that expire in the next twelve months were approximately 7% of the total workforce. The average termof these agreements is 2 years, with the longest term being 4 years. We consider our employee relations to be good. We did not experience any significant labor
unrest or disruption of production during fiscal 2024.
Information about Our Executive Officers
As of May 22, 2024, our executive officers are:David M. Shaffer, age 59, President and Chief Executive Officer. Mr. Shaffer has been a director of EnerSys and has served as our President and Chief
Executive Officer since April 2016. Prior thereto, he served as President and Chief Operating Officer since November 2014. From January 2013 throughOctober 2014, he served as our President-EMEA. From 2008 to 2013, Mr. Shaffer was our President-Asia. Prior thereto he was responsible for our
telecommunications sales in the Americas. Mr. Shaffer joined EnerSys in 2005 and has worked in various roles of increasing responsibility in the industry since1989. Mr. Shaffer received his Masters of Business Administration degree from Marquette University and his Bachelor of Science degree in MechanicalEngineering from the University of Illinois.
Andrea J. Funk, age 54, Executive Vice President and Chief Financial Officer. Ms. Funk joined EnerSys in December 2018 and served as Vice President
Finance, Americas. She was promoted to Executive Vice President & Chief Financial Officer effective April 1, 2022. Ms. Funk holds a Master of Business
Administration degree from The Wharton School of Business, and a Bachelor of Science degree in accounting from Villanova University and was a certified
public accountant. Previously, Ms. Funk served as Chief Financial Officer and then Chief Executive Officer of Cambridge Lee Industries LLC from 2010-2018.
Prior, she served in positions of increasing responsibility at Carpenter Technology, Arrow International, Rhone-Poulenc Rorer, Bell Atlantic Corporation and
Ernst & Young. Since July 2017, Ms. Funk has served on the Board of Directors of Crown Holdings Inc., whose shares are traded on the New York Stock
Exchange, and is a member of their Audit and Compensation Committees.

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Joern Tinnemeyer, age 51, Senior Vice President and Chief Technology Officer. Mr. Tinnemeyer has served as Senior Vice President and Chief Technology
Officer since October 2017. He joined EnerSys in August 2016 as its Vice President and Chief Technology Officer. Mr. Tinnemeyer is responsible for global
engineering, global quality, and technology development. His primary focus of expertise includes energy storage systems, system design optimization, safety
topologies and control theory. He has worked on some of the most advanced lithium battery packs for major automotive OEMs. He currently also serves as
Chairman of NaatBatt, North America’s foremost organization to foster advanced energy storage systems. Mr. Tinnemeyer studied applied mathematics andelectrical engineering at the University of Toronto and holds a MSc in Astronautics and Space Engineering.
Shawn M. O’Connell, age 51, President, Energy Systems Global. Since November 2023, Mr. O’Connell serves as our President, Energy Systems Global. Prior
thereto, Mr. O’Connell served as President, Motive Power Global since July 2020. From April 2019 through July 2020, he served as our President, Motive
Power, our Vice President – Reserve Power Sales and Service for the Americas from February 2017, and Vice President, EnerSys Advanced Systems from
December 2015 to January 2017. Mr. O’Connell joined EnerSys in 2011, serving in various sales and marketing capacities in several areas of our business. Mr.
O’Connell received his Master of Business Administration degree in International Business from the University of Redlands, CA and his Bachelor of Arts
degree in English Literature from the California State University, San Bernardino. Mr. O’Connell is a veteran of the U.S. Army’s 82nd Airborne Division(Paratroopers) where he served as a Signals Intelligence Analyst, Spanish Linguist, and held a Top-Secret security clearance.
Andrew M. Zogby, age 64, Former President, Energy Systems Global. Mr. Zogby served as President, Energy Systems Global from July 2020 throughNovember 2023. Prior thereto, from April 2019, he served as President, Energy Systems–Americas.
He joined EnerSys upon completion of the acquisition of Alpha Technologies in December 2018. Mr. Zogby served as President of Alpha Technologies since2008 and brings over 30 years of experience in global broadband, telecommunications and renewable energy industries. He has held corporate leadership
positions with several leading technology firms. Mr. Zogby received his Bachelor of Science degree in Industrial and Labor Relations from LeMoyne College,
Syracuse, New York, and his Master of Business Administration degree from Duke University’s Fuqua School of Business. He is active in the US Chamber ofCommerce, and serves on the C_TEC, Chamber Technology Engagement Center Committee.
Chad C. Uplinger, age 52, President Motive Power Global. Mr. Uplinger has served as our President, Motive Power Global since November 2023. Prior to that,he served as Vice President, Motive Power, Americas since November 2017, General Manager of Motive Power Specialty Markets since April 2013, andDistrict Manager in the Mid-Atlantic Region since April 2002. Mr. Uplinger began his career with EnerSys in 1999 and has held various roles in sales andmarketing throughout the Motive Power business. Mr. Uplinger earned a Bachelor of Science in Marketing Management from PennWest California.
Environmental Matters and Climate Change Impacts
We are committed to the protection of the environment and train our employees to perform their duties accordingly. In the manufacture of our products
throughout the world, we process, store, dispose of and otherwise use large amounts of hazardous materials, especially lead and acid. As a result, we are subject
to extensive and evolving environmental, health and safety laws and regulations governing, among other things: the generation, handling, storage, use,transportation and disposal of hazardous materials; emissions or discharges of hazardous materials into the ground, air or water; and the health and safety of ouremployees. In addition, we are required to comply with the regulation issued from the European Union called Registration, Evaluation, Authorization andRestriction of Chemicals or “REACH”. Under the regulation, companies that manufacture or import more than one ton of a covered chemical substance per year
are required to register it in a central database administered by the European Chemicals Agency. The registration process requires the submission of information
to demonstrate the safety of chemicals as used and could result in significant costs or delay the manufacture or sale of our products in the European Union.
Additionally, industry associations and their member companies, including EnerSys, have scheduled meetings with the European Union member countries toadvocate for their support of an exemption for lead compounds. Compliance with these laws and regulations results in ongoing costs. Failure to comply withthese laws and regulations, or to obtain or comply with required environmental permits, could result in fines, criminal charges or other sanctions by regulators.
From time to time, we have had instances of alleged or actual noncompliance that have resulted in the imposition of fines, penalties and required corrective
actions. Our ongoing compliance with environmental, health and safety laws, regulations and permits could require us to incur significant expenses, limit ourability to modify or expand our facilities or continue production and require us to install additional pollution control equipment and make other capital
improvements. In addition, private parties, including current or former employees, can bring personal injury or other claims against us due to the presence of, or
their exposure to, hazardous substances used, stored, transported or disposed of by us or contained in our products.

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Environmental and safety certifications
Eighteen of our facilities in the Americas, EMEA and Asia are certified to ISO 14001 standards. ISO 14001 is a globally recognized, voluntary program that
focuses on the implementation, maintenance and continual improvement of an environmental management system and the improvement of environmental
performance. Eight facilities in EMEA and Asia are certified to ISO 45001 standards. The ISO 45001 is a globally recognized occupational health and safety
management systems standard.
Climate change impacts
The potential impact of climate change on our operations is uncertain. The changing climate may result in new and erratic weather patterns, increases in thefrequency or severity of storms, increased and decreased temperatures and rising sea levels. As discussed elsewhere in this Annual Report on Form 10-K,
including in Item 1A. Risk Factors, our operating results are significantly influenced by weather, and major changes in historical weather patterns could have anotable impact on our future operating results. For example, if climate change results in drier weather and more accommodating temperatures over a significant
period of time, we may be able to increase our productivity, which could positively impact our revenues and gross margins. Conversely, if climate change
results in a greater amount of rainfall, snow, ice or other less accommodating weather conditions, we could experience reduced productivity, which could
negatively impact our revenues and gross margins. Further, while an increase in severe weather events, such as hurricanes, tropical storms, blizzards and ice
storms, can create a greater amount of emergency restoration service work (an area of potential revenue generation), it often also can result in delays or othernegative consequences for our manufacturing operations, or challenges to the consistent delivery of materials from our supply chain or of our products todistributors, which could negatively impact our financial results. Climate change may also affect the conditions in which we operate, and in some cases, expose
us to potentially increased liabilities associated with those environmental conditions. Concerns about climate change could also result in new regulations,
regulatory actions or requirements to invest in energy efficiency, any of which could result in increased costs associated with our operations. We are aware of
the proposed rules on climate disclosure released by the SEC in March of last year. While we are following the progression of the rule, we are pleased to notethat we are preparing to meet many of its conditions in advance. We released comprehensive Sustainability Reports in both 2022 and 2023, which are alignedwith GRI and SASB standards. Included in these reports, we announced key, measurable environmental, social, and governance (“ESG”) goals and objectives
aimed at advancing progress in sustainability, reducing our environmental footprint and creating an inclusive and empowering workplace for all employees. We
also issued our second Task Force of Climate Related Financial Disclosures (TCFD) Report in January 2024. As part of our growing sustainability commitment,
we announced during fiscal year 2022 that we joined the United Nations Global Compact, Alliance to Save Energy, the U.S. Department of Energy’s Better
Plants Program (through which we committed to reducing our energy intensity by 25% over the next 10 years (from a calendar year 2020 baseline)), the United
Nations CEO Water Mandate and the CEO Action for Diversity & Inclusion. In calendar 2023, we also submitted our CDP Climate Change disclosure to
maintain transparency with our stakeholders and track our progress towards a low carbon society. We have conducted and published a climate risk analysis andhave published our Scope 1, 2 and 3 emissions annually. We have set net-neutral goals for Scopes 1 (2040) and 2 (2050) and have marked consistent decreases
in both overall carbon emissions as well as carbon intensity. For FY24 sustainability metrics were incorporated into the annual goals of our CEO and certain
elements of employee compensation.
We strive to operate our facilities in a manner that protects the environment and the health and safety of our employees, customers and communities. We haveestablished required sustainability training for identified employees and incorporate climate and other sustainability considerations into our formal decisionmaking processes. We have implemented company-wide environmental, health and safety policies and practices, which includes monitoring, training andcommunication of these policies.
Quality Systems
We utilize a global strategy for quality management systems, policies and procedures, the basis of which is ISO 9001:2015, a worldwide recognized quality
standard. We believe in the principles of this standard and reinforce the same by requiring mandatory certification to the ISO 9001 standard for all
manufacturing locations globally. We also focus on plant certifications that serve specific industries such as AS9100 (Aerospace), ISO13485:2016 (Medical
Devices), ISO/TS 22163:2017 (Rail), IATF 16949:2016 (Automotive). We have also acquired our first Lithium-Ion product certification in accordance with ISO
26262 (Product Safety).
This strategy enables us to provide consistent quality products and services to meet our customers’ needs.

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Human Capital Management
EnerSys believes that human capital management, including attracting, developing and retaining a high-quality workforce, is critical to our long-term success.
We are committed to fostering a culture of innovation, collaboration and continuous learning, driving sustainable growth and long-term value creation for ourshareholders, employees and stakeholders alike.
We consider our talent management lifecycle and creating a positive employee experience key to a highly stable and engaged workforce and a critical element
to meet strategic business goals. Our Board of Directors, through the Compensation Committee and the Nominating and Corporate Governance Committee,
retains oversight of our human capital management process, including demographics, talent development, employee retention, material aspects of employeecompensation, as well as diversity, equity and inclusion, as well as talent recruitment, development and retention. The Nominating and Corporate GovernanceCommittee reports on human capital matters at each regularly scheduled Board of Directors meeting. The most significant human capital measures, objectives
and initiatives include the following:
Health, Safety, and Wellness: Our fundamental responsibility as an employer is to provide a safe and healthy workplace for all our employees. This
undertaking is explained further in our Safety and Health Policy. Our health and safety programs are designed around global standards with appropriate
variations addressing the multiple jurisdictions and regulations, specific hazards and unique working environments of our manufacturing and production
facilities, service centers and headquarter operations. Above all else, we are dedicated to the safety and well-being of our employees.
Diversity, Equity and Inclusion (DEI) Strategy: We believe in attracting and retaining top talent from diverse backgrounds. Our recruitment process ensuresthat we not only hire individuals that possess the requisite capabilities and skills but also align with our Company values. This includes active promotion andactivity in diversity and inclusion initiatives, striving to create a work environment where every employee feels valued, respected and empowered to contribute
their unique perspectives. We do not tolerate discrimination or harassment of any nature. Individuals are evaluated based on merit, without concern for race,color, religion, national origin, citizenship, marital status, gender (including pregnancy), gender identity, gender expression, sexual orientation, age, disability,
veteran status, or other characteristics protected by law. We are committed to providing equal and equitable opportunities to every member of our workforce.
We have an executive DEI steering committee, are committed to the CEO Action for Diversity and Inclusion and cultivate our inclusive culture with robust
business resource groups.
Philanthropy and Volunteerism: Through our Charitable Giving Program, EnerSys is strongly committed to being an outstanding corporate citizen on a global
basis in all the countries and communities where we do business. This commitment is reflected in a strong ethic for charitable contributions, endorsement ofcommunity activities, encouraging employees to give freely of their own time to serve on boards or committees for non-profit organizations and supporting
educational programs in schools and colleges.
We established a Corporate Giving Committee to assist the Company in its philanthropic endeavors that support the communities in which we live and work.
Additionally, we regularly sponsor volunteer events and fundraising campaigns, to encourage our employees to give back to our communities.
Training, Career Development, and Performance Management: We are committed to developing a qualified and motivated workforce to power ourcontinued innovation and growth. We provide opportunities for employees to gain the skills and knowledge they need to advance in the Company and fulfill
their personal career goals.
We encourage continuous feedback between employees and managers, and employees receive formal development feedback from their manager through aquarterly 1:1 review meeting. These discussions encourage an open dialogue to identify and cultivate skills and opportunities and plan for career growth. We
encourage and train our leaders to facilitate effective conversations and measure the effectiveness of these conversations by surveying our employees to monitor
leadership effectiveness. In addition to training and development opportunities, all new employees are required to participate in trainings to introduce them tothe EnerSys business, our strategy, culture and philosophies. We encourage all our employees to engage in ongoing training, professional development andeducational advancement programs. Through our established EnerSys Academy, we provide employees worldwide with resources to expand their skills andknowledge on a broad scope of relevant topics, to promote their growth and development.
Compensation and Benefits: To attract, retain and recognize talent, we aim to ensure merit-based compensation practices and strive to provide competitivecompensation and benefit packages to our workforce. We provide employee wages that are consistent with employee positions, skill levels, experience,
knowledge and geographic location. We align our executives’ and12Table of Contents

eligible employees’ annual bonus opportunity and long-term equity compensation with our stockholders’ interests by linking realizable pay with company
financial performance. In addition, we perform annual pay equity studies to evaluate our global pay practices across the organization.
Environmental, Social and Governance
At EnerSys, we understand that an effective business strategy must also be one that evaluates and addresses environmental and social risk factors as well as
opportunities to leverage sustainable operations and ethical behavior as a means of driving business value. To that end, we have been integrating thefundamental values of sustainability into our everyday operations and future business strategies. Our Sustainability Team coordinates environmental, social andgovernance our efforts with respect to climate change management, product sustainability, operations, and supply chain management.
Sustainability, reliability and resilience are at the core of who we are and what we do at EnerSys every day. Our products help tackle some of our world’s mostsignificant challenges, be it addressing the impacts of climate change, decarbonization, efficient and affordable distribution of goods, grid reliability,
telecommunications, and even medical safety. Our batteries and energy storage solutions are part of building a resilient, low-carbon future.
Sustainability at EnerSys is, however, about more than just the benefits and impacts of our products. Our commitment encompasses essential environmental,social and governance issues fundamental to how we manage our own operations. Minimizing our environmental footprint and providing a safe and inclusive
workplace for our employees are top priorities for EnerSys. Being an excellent neighbor and good corporate citizen in the communities where we work and live
is extremely important as well. Our products facilitate positive environmental, social and economic impacts around the world. We believe that the powersystems and energy management sector have a key role to play in finding innovative solutions to address global climate change. Our Climate Change policy
underscores our goal to carry out all business activities in a sustainable manner. Our Environmental Policy and practices aim to protect, conserve, and sustain
the world’s natural resources, as well as to protect our customers and the communities in which we live and operate. As one example of this, we offer acomplete battery recycling program to assist our customers in preserving our environment and comply with recycling and waste disposal regulations.
Relationships between EnerSys and our suppliers must be based on mutual respect and integrity. Our purchasing and quality teams strive to maintain the highest
standards and principles of business ethics, courtesy and competence in dealings and transactions with suppliers. Our code of supplier conduct reflects ourcommitment to the values of honesty, integrity, respect, and responsibility. We expect our suppliers will share and embrace our values, as well as ourcommitment to regulatory compliance.
We have an ESG steering committee, which includes members of senior management and funded additional staffing to further support the ongoing developmentof our sustainability program. Our Board of Directors oversees our programs related to matters of corporate responsibility and sustainability performance,
including climate change, through the Nominating and Corporate Governance Committee. We publish an annual Sustainability Report, including environmental,social and governance data, as well as a Task Force on Climate Related Financial Disclosures report and submission to the CDP. We are members of United
Nations Global Compact, Alliance to Save Energy, the U.S. Department of Energy’s Better Plants Program (through which we committed to reducing ourenergy intensity by 25% over the next 10 years (from a calendar year 2020 baseline)), and the United Nations CEO Water Mandate. These actions demonstrate
the strength and commitment to sustainability throughout the organization worldwide.
Available Information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are available to the public on the Internet atthe SEC’s website at http://www.sec.gov.
Our Internet address is http://www.enersys.com. We make available free of charge on http://www.enersys.com our annual, quarterly and current reports, andamendments to those reports, as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC.

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ITEM 1A.

RISK FACTORSThe following are certain risk factors that could materially and adversely affect our business, financial condition and our results of operations and could cause
actual results to differ materially from our expectations and projections. Stockholders are cautioned that these and other factors, including those beyond ourcontrol, may affect future performance and cause actual results to differ from those which may, from time to time, be anticipated. The risks that are described
below are not the only ones that we face. These risk factors should be considered in connection with the matters discussed herein under “Cautionary Note
Regarding Forward-Looking Statements” and other information included and incorporated by reference in this Form 10-K as well as in other reports andmaterials that we file with the SEC. All forward-looking statements made by us or on our behalf are qualified by the risks described below. Although the risks
are organized by headings and by category, many risks are interrelated. You should not interpret the disclosure of any risk factor to imply that the risk has notalready materialized.
Business and Operating Risks
We operate in an extremely competitive industry and are subject to pricing pressures.
We compete with a number of major international manufacturers and distributors, as well as a large number of smaller, regional competitors. Due to excess
capacity in some sectors of our industry and consolidation among industrial battery purchasers, we have been subjected to significant pricing pressures. We
anticipate continued competitive pricing pressure as foreign producers are able to employ labor at significantly lower costs than producers in the U.S. andWestern Europe, expand their export capacity and increase their marketing presence in our major Americas and European markets. Several of our competitors
have strong technical, marketing, sales, manufacturing, distribution and other resources, as well as significant name recognition, established positions in themarket and long-standing relationships with OEMs and other customers. In addition, certain of our competitors own lead smelting facilities which, during
periods of lead cost increases or price volatility, may provide a competitive pricing advantage and reduce their exposure to volatile raw material costs. Ourability to maintain and improve our operating margins depends on our ability to control and reduce our costs in addition to our ability to maintain business
relationships with customers. If we are unable to offset pricing pressures, our profitability and cash flows could be adversely affected. We cannot assure you that
we will be able to continue to control our operating expenses, to raise or maintain our prices or increase our unit volume, in order to maintain or improve ouroperating results.
Reliance on third party relationships and derivative agreements could adversely affect our business.
We depend on third parties, including suppliers, distributors, lead toll operators, freight forwarders, insurance brokers, commodity brokers, major financial
institutions and other third party service providers, for key aspects of our business, including the provision of derivative contracts to manage risks of commodity
cost volatility, foreign currency exposures and interest rate volatility. Failure of these third parties to meet their contractual, regulatory and other obligations tous, or the development of factors that materially disrupt our relationships with these third parties, could expose us to the risks of business disruption, higher
commodity and interest costs, unfavorable foreign currency rates and higher expenses, which could have a material adverse effect on our business.
We may experience issues with lithium-ion cells or other components manufactured at our proposed gigafactory, which may harm the production andprofitability of our energy storage products.
Our plan to grow the volume and profitability of our energy storage products depends on significant lithium-ion battery cell production, including by our partner
Verkor SAS at a proposed gigafactory in South Carolina. If we are unable to commence, or, when opened, otherwise do not maintain and grow, our respective
operations, or if we are unable to do so cost-effectively or hire and retain highly-skilled personnel there, our ability to manufacture our products profitably
would be limited, which may harm our business and operating results. Additionally, the start-up of operations after such project has been completed is also
subject to risk. In addition, in order to complete the construction of the proposed gigafactory, we are relying upon, among other things, short-term and long-term
incentive packages through South Carolina and Greenville County, federal funding and benefits under Section 45X of the Inflation Reduction Act. Our ability torealize and procure these benefits is subject to a variety of market, operational, regulatory and labor-related factors. Any failure to complete these projects, or
any delays or failure to achieve the anticipated results from the implementation of this project, could have a material adverse effect on our business, financial
condition, results of operations and liquidity.
Cost increases, supply disruptions or shortages of any of our battery components, such as electronic and mechanical parts, or the raw materials used in the
production of such parts could adversely affect our business.

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From time to time, we may experience increases in the cost or a sustained interruption in the supply or shortage of our components. For example, a global
shortage and component supply disruptions of electronic and other battery components is currently being reported, and the full impact to us is not yet known.
Other shortages and component supply disruptions could affect the supply of electronic components and raw materials (such as resins and other raw metalmaterials) that go into the production of our products. Cost increases or supply interruptions could materially and negatively impact our business, prospects,
financial condition and operating results. The prices for our components fluctuate depending on market conditions and global demand and could adversely
affect our business, prospects, financial condition and operating results. For instance, we are exposed to multiple risks relating to price fluctuations for battery
cells. These risks include, but are not limited to:

•
•
•
•

supply shortages caused by the inability or unwillingness of our suppliers and their competitors to build or operate component production facilities tosupply the numbers of battery components required to support the rapid growth of the electric vehicle industry and other industries in which we operate
as demand for such components increases;
disruption in the supply of electronic circuits due to quality issues or insufficient raw materials;
a decrease in the number of manufacturers of battery components; andan increase in the cost of raw materials.

We are dependent on the continued supply of battery components for our products. To date, we have a limited number of fully qualified suppliers, and have
limited flexibility in changing suppliers, though we are actively engaged in activities to qualify additional suppliers. Any disruption in the supply of battery
components could temporarily disrupt production of our products until a different supplier is fully qualified.
The cost of our battery products depends in part upon the prices and availability of raw materials such as lead, lithium, nickel, cobalt or other metals. Lead is
our most significant raw material and is used along with significant amounts of plastics, steel, copper and other materials in our manufacturing processes. We
estimate that raw material costs account for over half of our cost of goods sold. The prices for these materials fluctuate and their available supply may beunstable, depending on market conditions and global demand for these materials, including as a result of increased global production of electric vehicles andenergy storage products. Additionally, our suppliers may not be willing or able to reliably meet our timelines or our cost and quality needs, which may require
us to replace them with other sources. Furthermore, fluctuations or shortages in petroleum and other economic conditions may cause us to experience significant
increases in freight charges and other transportation costs. Any reduced availability of these raw materials or substantial increases in their prices may increase
the cost of our components and consequently, the cost of our products. There can be no assurance that we will be able to recoup increasing costs of ourcomponents by increasing prices, which in turn could damage our brand, business, prospects, financial condition and operating results.
Volatile raw material costs can significantly affect our operating results and make period-to-period comparisons difficult. To reduce the volatility of our costs,
we periodically enter into hedging arrangements for a portion of our projected lead requirements. However, we cannot assure you that we will be able to either
hedge the costs or secure the availability of our raw material requirements at a reasonable level or, even with respect to our agreements that adjust pricing to amarket-based index for lead, pass on to our customers the increased costs of our raw materials without affecting demand or that limited availability of materials
will not impact our production capabilities. Our inability to raise the price of our products in response to increases in prices of raw materials due to pricing
pressure, contract terms or other factors or to maintain a proper supply of raw materials could have an adverse effect on our business, financial position andresults of operations.
We have experienced and may continue to experience, difficulties implementing our global enterprise resource planning system, which may adversely affect ourbusiness, financial condition and results of operations.
We are engaged in a multi-year implementation of a global enterprise resource planning system (“ERP”). The ERP is designed to standardize business processes
to efficiently maintain our financial records and provide critical operational information to our management team. The ERP will continue to require significant
investment of human and financial resources. In our prior efforts implementing the ERP, we experienced significant production and shipping delays, increased
costs and other difficulties. Any significant disruption or deficiency in the design and implementation of the ERP could adversely affect our ability to processorders, ship products, send invoices and track payments, fulfill contractual obligations or otherwise operate our business. Even with our investment ofsignificant resources into the ERP system, additional and significant implementation issues may arise. In addition, our efforts to centralize various businessprocesses and functions within our organization in connection with our ERP implementation may disrupt our operations, divert management’s attention andnegatively impact our business, financial condition and results of operations.
The failure to successfully implement efficiency and cost reduction initiatives, including restructuring activities, could materially adversely affect our business,financial position and results of operations, and we may not realize some or all of the anticipated benefits of those initiatives.

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From time to time, we have implemented efficiency and cost reduction initiatives intended to improve our profitability and to respond to changes impacting ourbusiness and industry. These initiatives include relocating manufacturing to lower cost regions, consolidating and closing facilities, working with our material
suppliers to lower costs, product design and manufacturing improvements, personnel reductions and voluntary retirement programs, and strategically planning
capital expenditures and development activities. In the past we have recorded net restructuring charges to cover costs associated with our cost reduction
initiatives involving restructuring. These costs have been primarily composed of employee separation costs, including severance payments, and asset
impairments or losses from disposal. We also undertake restructuring activities and programs to improve our cost structure in connection with our businessacquisitions, which can result in significant charges, including charges for severance payments to terminated employees and asset impairment charges.
We cannot assure you that our efficiency and cost reduction initiatives will be successfully or timely implemented, or that they will materially and positively
impact our profitability. Because our initiatives involve changes to many aspects of our business, the associated cost reductions could adversely impact
productivity and sales to an extent we have not anticipated. In addition, our ability to complete our efficiency and cost-savings initiatives and achieve theanticipated benefits within the expected time frame is subject to estimates and assumptions and may vary materially from our expectations, including as a resultof factors that are beyond our control. Furthermore, our efforts to improve the efficiencies of our business operations and improve growth may not be
successful. Even if we fully execute and implement these activities and they generate the anticipated cost savings, there may be other unforeseeable andunintended consequences that could materially adversely impact our profitability and business, including unintended employee attrition or harm to ourcompetitive position. To the extent that we do not achieve the profitability enhancement or other benefits of our efficiency and cost reduction initiatives that we
anticipate, our business, financial position and results of operations may be materially adversely affected.
Our failure to introduce new products and product enhancements coupled with broad market acceptance of new technologies introduced by our competitors
could adversely affect our business.
Many new energy storage technologies have been introduced over the past several years. For certain important and growing markets, including markets served
by our Motive Power and Energy Storage business segments, lithium-based battery technologies have a growing market share. Our ability to achieve significant
and sustained penetration of key developing markets, including markets served by our Motive Power and Energy Storage business segments, will depend upon
our success in developing or acquiring these and other technologies and related raw materials and components, either independently, through joint ventures or
through acquisitions. If we fail to develop or acquire, and manufacture and sell, products that satisfy our customers’ demands, or we fail to respond effectively
to new product announcements by our competitors by quickly introducing competitive products, then market acceptance of our products could be reduced andour business could be adversely affected. We cannot assure you that our portfolio of primarily lead-acid products will remain competitive with products basedon new technologies.
If we are not able to adequately protect our proprietary intellectual property and technology, we may lose any technological advantages and our business,financial position and results of operations may be materially adversely affected.
We rely on a combination of copyright, trademark, patent and trade secret laws, non-disclosure agreements and other confidentiality procedures and contractual
provisions to establish, protect and maintain our proprietary intellectual property and technology and other confidential information. Certain of thesetechnologies, especially thin plate pure lead (“TPPL”) technology, are important to our business and are not protected by patents. Despite our efforts to protect
our proprietary intellectual property and technology and other confidential information, unauthorized parties may attempt to copy or otherwise obtain and use
our intellectual property and proprietary technologies. Successful cybersecurity attacks, data breaches, unauthorized exfiltration, unapproved use of machinelearning or artificial intelligence tools, or other security incidents could result in the loss of intellectual property and key technological advantages. If we areunable to protect our intellectual property and technology, we may lose any technological advantage we currently enjoy and may be required to take an
impairment charge with respect to the carrying value of such intellectual property or goodwill established in connection with the acquisition thereof. In either
case, our business, financial position and results of operations may be materially adversely affected.
Relocation of our customers’ operations could adversely affect our business, financial condition and results of operations.
The trend by a number of our North American and Western European customers to move manufacturing operations and expand their businesses in fastergrowing and lower labor-cost markets may have an adverse impact on our business, financial condition and results of operations. These territories may be
farther from our manufacturing plants, and there is a risk that these customers will source their energy storage products from competitors located in thoseterritories and will cease or reduce the purchase of products from us. We cannot assure you that we will be able to compete effectively with our competitors
located in

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those territories, whether by establishing or expanding our manufacturing operations in those territories or acquiring existing manufacturers in those territories.
Quality problems with our products could harm our reputation and erode our competitive position.
The success of our business depends upon the quality of our products and our relationships with customers. In the event that our products fail to meet ourcustomers’ standards, our reputation could be harmed. This could result in the loss of customers, a decrease in revenue and a loss of market share. We cannot
assure you that our customers will not experience quality problems with our products. Warranty, recall or product liability claims could also materially adversely
affect our business and reputation. In our business, we are exposed to warranty and product liability claims. In addition, we may be required to participate in therecall of a product. If we fail to meet customer specifications for their products, we may be subject to product quality costs and claims, as well as adverse
reputational impacts. A successful warranty or product liability claim against us, or a requirement that we participate in a product recall, could have a material
adverse effect on our business, financial condition and results of operations.
We offer our products under a variety of brand names, the protection of which is important to our reputation for quality in the consumer marketplace.
We rely upon a combination of trademark, licensing and contractual covenants to establish and protect the brand names of our products. We have registeredmany of our trademarks in the U.S. Patent and Trademark Office and in other countries. In many market segments, our reputation is closely related to our brandnames. Monitoring unauthorized use of our brand names is difficult, and we cannot assure you that the steps we have taken will prevent the unauthorized use of
our brand names, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the U.S. We cannot assure you that ourbrand names will not be misappropriated or utilized without our consent. In the event of any such actions, our reputation and our business, financial condition
and results of operations may be materially adversely affected.
Our growth strategy depends on our ability to continue to expand our market presence through acquisitions, and our business could be materially adversely
affected if we are unable to identify suitable acquisition candidates, complete any proposed acquisitions or successfully integrate the businesses we acquire.
As part of our growth strategy, we depend on acquisitions of other product lines, technologies or facilities that complement or expand our existing business.
Acquisitions involve numerous risks, including:

•
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•
•
•
•
•
•
•
•
•

inability to overcome significant competition for acquisition targets in the stored energy industry;
inability to identify suitable acquisition candidates or negotiate attractive terms;
difficulty obtaining the financing necessary to complete transactions we pursue, as our credit facilities restrict the amount of additional indebtedness
that we may incur to finance acquisitions and place other restrictions on our ability to make acquisitions (and exceeding any of these restrictions would
require the consent of our lenders);
failure to identify all material issues through a customary due diligence investigation, and that material issues will arise later;difficulties in the assimilation of the operations, systems, controls, technologies, personnel, services and products of the acquired business;potential loss of key employees, customers, suppliers and distributors of the acquired business;diversion of our management’s attention from other business concerns;
incurrence of additional debt or adverse tax and accounting consequences in connection with any acquisitions;failure to successfully integrate the acquired businesses in a timely manner, or at all;incurrence of significant unanticipated expenses associated with integration activities; andanticipated benefits of an acquisition not being realized fully or at all, or taking longer to realize than we expect.

The materialization of any of the foregoing risks could impair our ability to successfully execute our acquisition growth strategy, which could have a material
adverse effect on our business.
Any acquisitions that involve the issuance of our equity securities may dilute our stockholder ownership interests, reduce the market price of our stock, or both,and as a result our business, financial condition and results of operations could be adversely affected.

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Future acquisitions may involve the issuance of our equity securities as payment, in part or in full, for the businesses or assets acquired. Any future issuances of
equity securities may dilute our stockholders’ proportionate ownership interests in EnerSys. In addition, the benefits derived by us from an acquisition might not
outweigh or exceed the dilutive effect of any issuance of equity securities in connection with the acquisition. We cannot predict or estimate the amount ortiming of any future acquisitions or related issuances of equity securities. Our stockholders bear the risk of any such future offerings reducing the market priceof our stock and diluting their proportionate ownership interests in EnerSys.
If our electronic data is compromised, our business could be materially adversely affected.
We and our business partners maintain significant amounts of data electronically in locations around the world. This data relates to all aspects of our business,
including current products and services and future products and services under development. This data also contains certain customer, supplier, partner andemployee information. We maintain systems and processes designed to protect this data. However, notwithstanding such protective measures, there is a risk of
intrusion, cyberattacks, tampering, theft, misplaced or lost data, programming or human errors that could compromise the integrity and privacy of this data,
improper use of our systems, software solutions or networks, power outages, hardware failures, computer viruses, failure of critical computer systems,
unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions, which inturn could adversely affect our business, financial condition and results of operations.
We provide confidential and proprietary information to our third-party business partners in certain cases where doing so is necessary to conduct our business.
While we obtain assurances from those parties that they have systems and processes in place to protect such data and, where applicable, that they will take steps
to assure the protections of such data by third parties, those partners may be subject to the same risks as we are.
In particular, we and our third-party business partners experience cybersecurity incidents of varying degrees from time-to-time, including ransomware andphishing attacks as well as distributed denial of service attacks and the theft of data. Cyber threats are constantly evolving, are becoming more sophisticated andare being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending
against them.
Any compromise of the confidential data of our customers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage tothis data through breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, employees andother business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in aloss of business that could be material.
Our software and related services are highly technical and may contain undetected software bugs, errors or other vulnerabilities, which could manifest in waysthat could adversely affect our reputation and our business.
The software and related services that we offer are highly technical and complex. Our services or any other products that we may introduce in the future may
contain undetected software bugs, hardware errors and other vulnerabilities. These vulnerabilities can manifest in any number of ways in our products,
including through diminished performance, security vulnerabilities, malfunctions, or even permanently disabled products. We have a practice of regularly
updating our products, and some errors in our products may be discovered only after a product has been used. In some cases, any vulnerabilities may only bedetected under certain circumstances or after extended use. Any errors, bugs or other vulnerabilities discovered in our code or backend after release could
damage our reputation, alienate users, allow third parties to manipulate or exploit our software, lower revenue and expose us to claims for damages, any ofwhich could adversely affect our business. Additionally, errors, bugs or other vulnerabilities may, either directly or if exploited by third parties, affect our ability
to make accurate royalty payments. We also could face claims for product liability, tort or breach of warranty as a result. Defending a lawsuit, regardless of its
merit, is costly and may divert management’s attention and adversely affect our reputation and our business. In addition, if our liability insurance coverage
proves inadequate or future coverage is unavailable on acceptable terms or at all, our business could be seriously harmed.
If we cannot keep pace with rapid developments in technology, the use of our products and services and, consequently, our revenues could decline.
Our business continues to demand the use of sophisticated systems and technology. These systems and technologies must be refined, updated and replaced withmore advanced systems on a regular basis in order for us to meet our customers’ demands and expectations. We expect that new technologies applicable to ourbusiness will continue to emerge and may be superior to,18

Table of Contentsor render obsolete, the technologies we currently use in our products and services. We cannot predict the effects of technological changes on our business,
which technological developments or innovations will become widely adopted, and how those technologies may be regulated. Developing and incorporating
new or updated systems and technologies into new and existing products and services may require significant investment, take considerable time and may not
ultimately be successful. If we are unable to do so on a timely basis or within reasonable cost parameters, or if we are unable to appropriately and timely train
our employees to operate any of these new systems or technologies, our business could be adversely affected. We also may not achieve the benefits that we
anticipate from any new system or technology and a failure to do so could result in higher than anticipated costs and adversely affect our results of operations.
Work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues and materially adversely affect our business.
A work stoppage at one or more of our facilities, whether caused by fire, flooding, epidemics, pandemics, military hostilities, government-imposed shutdowns,
severe weather, including that caused by climate change, other natural disaster or otherwise, could have a material adverse effect on our business, financial
condition and results of operations. In addition, some of our employees are represented by labor unions or works councils under collective bargaining
agreements with varying durations and terms. Although we believe that our relations with our employees are strong, if our unionized workers were to engage ina strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations. No assurances can be made that we will
not experience work stoppages due to government directives, employee health concerns, and other types of conflicts with labor unions, works councils, andother similar groups in the future.
A work stoppage at one or more of our suppliers could also materially and adversely affect our business if an alternative source of supply is not readily
available. In addition, if one or more of our customers were to experience a work stoppage, that customer could cease or limit purchases of our products, which
could have a material adverse effect on our business, financial condition and results of operations. In addition, the credit and default risk or bankruptcy of
customers or suppliers as a result of work stoppages could likewise materially and adversely affect our business, financial condition and results of operations.
Global Operations Risks
Our results of operations may be negatively impacted by public health epidemics or outbreaks.
Public health epidemics or outbreaks could adversely impact our global operations. For example, the COVID-19 pandemic caused disruption to the global
economy, including economic slowdowns and supply chain disruptions that adversely affected our business, financial position and results of operations. In
response to public health epidemics or outbreaks, countries imposed prolonged quarantines and travel restrictions, which may significantly impact the ability of
our employees to get to their places of work to produce products, may make it such that we are unable to obtain sufficient components or raw materials andcomponent parts on a timely basis or at a cost-effective price or may significantly hamper our products from moving through the supply chain.
We rely on our production facilities, as well as third-party suppliers and manufacturers, in the United States, Australia, Canada, France, Germany, Italy, thePeople’s Republic of China (“PRC”), the United Kingdom and other countries that were significantly impacted by COVID-19. Shutdowns of certain businesses
in many of these countries resulted in disruptions or delays to our supply chain or reduction in demand for certain products. Although disruptions may continue
to occur and the future impact of the outbreak is uncertain, the impacts of the public health epidemics or outbreaks (or events similar to COVID-19 in the
future) cannot be reliably quantified at this time.
The rapid spread of a contagious illness such as COVID-19, poses the risk that our employees, contractors, suppliers and customers may be prevented fromconducting business, which may have a material adverse effect on our business, financial position and results of operations.
The uncertainty in global economic conditions or geographic regions in which our customers operate could adversely affect our business, financial position andoperating results.
Our operating results are directly affected by the general global economic conditions of the industries in which our major customer groups operate. Our products
are heavily dependent on the end markets that we serve and our operating results will vary by location, depending on the economic environment in thesemarkets. Sales of our motive power products, for example, depend significantly on demand for new electric industrial forklift trucks, which in turn depends on
end-user demand for additional motive capacity in their distribution and manufacturing facilities. The uncertainty in global economic conditions varies bygeographic location and can result in substantial volatility in global credit markets, particularly in the United States, where we service the vast majority of ourdebt. Moreover, Federal Reserve Bank of the United States policy, including with

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respect to rising interest rates and the decision to end its quantitative easing policy, may also result in market volatility or a return to unfavorable economic
conditions. These conditions affect our business by reducing prices that our customers may be able or willing to pay for our products or by reducing the demandfor our products, which could in turn negatively impact our sales and earnings generation and result in a material adverse effect on our business, cash flow,
results of operations and financial position.
Government reviews, inquiries, investigations and actions could harm our business or reputation.
As we operate in various locations around the world, our operations in certain countries are subject to significant governmental scrutiny and may be adversely
impacted by the results of such scrutiny. The regulatory environment with regard to our business is evolving, and officials often exercise broad discretion in
deciding how to interpret and apply applicable regulations. From time to time, we receive formal and informal inquiries from various government regulatory
authorities, as well as self-regulatory organizations, about our business and compliance with local laws, regulations or standards.
Any determination that our operations or activities, or the activities of our employees, are not in compliance with existing laws, regulations or standards could
result in the imposition of substantial fines, interruptions of business, loss of supplier, vendor, customer or other third-party relationships, termination ofnecessary licenses and permits, or similar results, all of which could potentially harm our business and reputation. Even if an inquiry does not result in thesetypes of determinations, regulatory authorities could cause us to incur substantial costs or require us to change our business practices in a manner materiallyadverse to our business, and it potentially could create negative publicity which could harm our business and reputation.
Our international operations may be adversely affected by actions taken by foreign governments or other forces or events over which we may have no control.
We currently have significant manufacturing and distribution facilities outside of the United States, in Argentina, Australia, Belgium, Brazil, Canada, the Czech
Republic, France, Germany, India, Italy, Malaysia, Mexico, the PRC, Poland, Spain, Switzerland and the United Kingdom. Our global operations are dependent
upon products manufactured, purchased and sold in the U.S. and internationally, including in countries with political and economic instability or uncertainty.
This includes, for example, the uncertainty related to the United Kingdom’s withdrawal from the European Union (commonly known as “Brexit”) the current
conflict between Russia and Ukraine, ongoing terrorist activity, the adoption and expansion of trade restrictions, including the occurrence or escalation of a
“trade war,” or other governmental action related to tariffs or trade agreements or policies among the governments of the United States, the PRC and othercountries and other global events. The global credit and financial markets have recently experienced extreme volatility and disruptions, including severely
diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty
about economic stability. Sanctions imposed by the United States and other countries in response to such conflicts, including the one in Ukraine, may also
adversely impact the financial markets and the global economy, and any economic countermeasures by affected countries and others could exacerbate market
and economic instability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will notoccur. Recent effects of the conflict between Russia and Ukraine includes writing off $4 million in net assets located in Russia during fiscal 2022. Furthermore,
Brexit could cause disruptions to, and create uncertainty surrounding our business, including affecting our relationships with our existing and future customers,
suppliers and associates, which could have an adverse effect on our business, financial results and operations. Effects of Brexit include changes in customs
regulations, shortages of truck drivers in the U.K., and administrative burdens placed on transportation companies have led to challenges and delays in moving
inventory across U.K. or EU borders, and higher importation, freight and distribution costs. If such trends continue, we may experience further cost increases.
Some countries have greater political and economic volatility and greater vulnerability to infrastructure and labor disruptions than others. Our business could be
negatively impacted by adverse fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation andshipping infrastructure at important geographic points of exit and entry for our products. Operating in different regions and countries exposes us to a number ofrisks, including:
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multiple and potentially conflicting laws, regulations and policies that are subject to change;changes in international treaties or trade unions, which may make our products or our customers' products more costly to export or import;
imposition of currency restrictions, restrictions on repatriation of earnings or other restraints imposition of burdensome import duties, tariffs or quotas,
which may make our products more costly to export or import;changes in trade agreements;
disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the FCPA;
compliance with data protection regulations;
imposition of new or additional trade and economic sanctions laws imposed by the U.S. or foreign governments;
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political and economic instability or civil unrest that may severely disrupt economic activity in affected countries.

The occurrence of one or more of these events may adversely affect our business, financial condition and results of operations.
We are exposed to exchange rate and inflation risks, and our net earnings and financial condition may suffer due to currency translations.
We invoice our foreign sales and service transactions in local and foreign currencies and translate net sales using actual exchange rates during the period. We
translate our non-U.S. assets and liabilities into U.S. dollars using current exchange rates as of the balance sheet dates. Approximately 40% of net sales weregenerated outside of the United States in fiscal 2024. Because a significant portion of our revenues and expenses are denominated in foreign currencies, changes
in exchange rates between the U.S. dollar and foreign currencies, including the effects of inflation, primarily the euro, British pound, Polish zloty, Chinese
renminbi, Mexican peso and Swiss franc, may adversely affect our revenue, cost of goods sold and operating margins. For example, foreign currency
depreciation against the U.S. dollar will reduce the value of our foreign revenues and operating earnings as well as reduce our net investment in foreignsubsidiaries. In addition, we have balance sheet foreign currency positions that benefit from a stronger U.S. dollar and weak euro and may impact other income
expense and equity on the balance sheet.
Most of the risk of fluctuating foreign currencies is in our European operations, which comprised approximately one-fifth of our net sales during the last threefiscal years. The euro is the dominant currency in our EMEA operations. In the event that one or more European countries were to replace the euro with anothercurrency, our sales into such countries, or into Europe generally, would likely be adversely affected until stable exchange rates are established.
If foreign currencies depreciate against the U.S. dollar, it would make it more expensive for our non-U.S. subsidiaries to purchase certain of our raw material
commodities that are priced globally in U.S. dollars, while the related revenue will decrease when translated to U.S. dollars. Significant movements in foreignexchange rates can have a material impact on our results of operations and financial condition. We periodically engage in hedging of our foreign currency
exposures, but cannot assure you that we can successfully hedge all of our foreign currency exposures or do so at a reasonable cost.
We quantify and monitor our global foreign currency exposures. Our largest foreign currency exposure is from the purchase and conversion of U.S. dollar-based
lead costs into local currencies in Europe. Additionally, we have currency exposures from intercompany financing and intercompany and third party tradetransactions. On a selective basis, we enter into foreign currency forward contracts and purchase option contracts to reduce the impact from the volatility ofcurrency movements; however, we cannot be certain that foreign currency fluctuations will not impact our operations in the future.
If we are unable to effectively hedge against currency fluctuations, our operating costs and revenues in our non-U.S. operations may be adversely affected. This,in turn, would have an adverse effect on our business, financial position and results of operations.
Financial and Accounting Risks
The Inflation Reduction Act of 2022 ("IRA") contains production tax credits for certain battery cells and battery modules. The Company's ability to benefit from
Section 45X production tax credits is not guaranteed and is dependent upon the federal government's ongoing implementation, guidance, regulations, and/or
rulemakings that have been the subject of substantial public interest and debate.
In August 2022, President Biden signed the IRA into law. The IRA provides for substantial tax credits and incentives for the development of critical minerals,
renewable energy, clean fuels, electric vehicles, and supporting infrastructure, among other provisions. Section 45X of the IRA contains a production tax credit
equal to 10% of certain eligible production costs, including, without limitation, labor, energy, depreciation and amortization and overhead expenses. On
December 14, 2023, the U.S. Department of the Treasury and the Internal Revenue Service released proposed rules to provide guidance on the production tax
credit requirements under Internal Revenue Code Section 45X (the "Proposed Regulations"). The Proposed Regulations provide guidance on rules that
taxpayers must satisfy to qualify for the Section 45X tax credit.
While Section 45X of the IRA provides for substantial tax benefits for us, the Proposed Regulations have not been finalized and remain subject to publiccomment. There is uncertainty as to how the provisions under the IRA will be interpreted and implemented. The Company's ability to ultimately benefit from
IRA tax credits is not guaranteed and is dependent to a large degree upon the final scope, terms and conditions of the Proposed Regulations. Certain provisionsof the IRA have been the subject of substantial public interest and have been subject to debate, and there are divergent views on potential implementation,
guidance, rules, and regulatory principles by a diverse group of interested parties. There can be no assurance that our domestic production of battery cells andbattery modules with an energy density of not less than 100 watt-hours per

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liter will fully qualify for the benefits under the IRA. As a result, the final interpretation and implementation of the provisions in the IRA could have a material
adverse impact us. Furthermore, future legislative enactments or administrative actions could limit, amend, repeal, or terminate IRA policies or other incentives
that we currently hope to leverage. Any reduction, elimination, or discriminatory application or expiration of the IRA may materially adversely affect our future
operating results and liquidity.
We may not be able to maintain adequate credit facilities, which could materially adversely affect our business, financial condition and results of operations.
Our ability to continue our ongoing business operations and fund future growth depends on our ability to maintain adequate credit facilities and to comply withthe financial and other covenants in such credit facilities or to secure alternative sources of financing. However, such credit facilities or alternate financing may
not be available or, if available, may not be on terms favorable to us. If we do not have adequate access to credit, we may be unable to refinance our existing
borrowings and credit facilities when they mature and fund future acquisitions, which may reduce our flexibility in responding to changing industry conditions
and materially adversely affect our business, financial condition and results of operations.
Our indebtedness could adversely affect our business, financial condition and results of operations and restrict us in ways that limit our flexibility in operating
our business.
As of March 31, 2024, we had $833 million of total consolidated debt (including finance leases). This level of debt could:
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increase our vulnerability to adverse general economic and industry conditions, including interest rate fluctuations, because a portion of our borrowings
bear, and will continue to bear, interest at floating rates;
require us to dedicate a substantial portion of our cash flow from operations to debt service payments, which would reduce the availability of our cash
to fund working capital, capital expenditures or other general corporate purposes, including acquisitions;limit our flexibility in planning for, or reacting to, changes in our business and industry;
restrict our ability to introduce new products or technologies or exploit business opportunities;
place us at a disadvantage compared with competitors that have proportionately less debt;
limit our ability to borrow additional funds in the future, if we need them, due to financial and restrictive covenants in our debt agreements;
limit our operating and financial flexibility due to financial and restrictive covenants in our debt agreements; andhave a material adverse effect on us if we fail to comply with the financial and restrictive covenants in our debt agreements.

In addition, our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance,
which is subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors, some of which arebeyond our control. Any failure to make scheduled payments could adversely affect our business, financial condition and results of operations.
We may have exposure to greater than anticipated tax liabilities, which could adversely impact our business, financial position and results of operations.
Our income tax obligations are based in part on our corporate operating structure and intercompany arrangements, including the manner in which we operate
our business, develop, value, manage, protect, and use our intellectual property and the valuations of our intercompany transactions. We may also be subject toadditional indirect or non-income based taxes. The tax laws applicable to our business, including the laws of the United States and other jurisdictions, aresubject to interpretation, and certain jurisdictions are aggressively interpreting their laws in new ways in an effort to raise additional tax revenue from multinational companies like us. The taxing authorities of the jurisdictions in which we operate may challenge our tax positions and methodologies for valuing
developed technology or intercompany arrangements, which could increase our worldwide effective tax rate and adversely impact our business, financial
position and results of operations. Although we believe that our provision for income taxes is reasonable, the ultimate tax outcome may differ from the amounts
recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made. In addition,
our future income tax rates could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher
than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax
laws, regulations, or accounting principles.
Changes in tax laws or tax rulings could materially affect our business, financial position and results of operations.
The income and non-income tax regimes to which we are subject or under which we operate are unsettled and may be subject to significant change. Changes intax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our business, financial position and results of operations. In
addition, many countries in Europe, as well as a number of other22

Table of Contentscountries and organizations, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase
our tax obligations in many countries where we do business or require us to change the manner in which we operate our business. For example:•

On August 16, 2022, the U.S. Congress passed the Inflation Reduction Act of 2022 (the “IRA”), which, among other provisions, creates a newcorporate alternative minimum tax (“CAMT”) of at least 15% for certain large corporations that have at least an average of $1 billion in adjusted
financial statement income over a consecutive three-year period effective after December 31, 2022. The IRA also includes a 1% excise tax on certain
stock repurchases beginning in 2023. We do not expect to meet the CAMT threshold in the near term. However, we expect a material portion of our
U.S. produced batteries and battery cells, including our proprietary TPPL batteries, will qualify for production tax credits under Section 45X of the
IRA. For more information, see “The Inflation Reduction Act of 2022 ("IRA") contains production tax credits for certain battery cells and battery
modules. The Company's ability to benefit from Section 45X production tax credits is not guaranteed and is dependent upon the federal government's
ongoing implementation, guidance, regulations, and/or rulemakings that have been the subject of substantial public interest and debate.” above.

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In 2021, the Organization for Economic Cooperation Development (the “OECD”), through an association of more than 140 countries, announced aconsensus around a two-pillar approach to address tax challenges presented by digital commerce. “Pillar 1” focuses on nexus and profit allocation, and“Pillar 2” focuses on a minimum global effective tax rate of 15%. On December 15, 2022, the European Union adopted the Pillar Two directive andEU member states were expected to implement Pillar Two into domestic law by December 31, 2023.

We closely monitor these developments in the countries where we operate. Changes to the statutory tax rate may occur at any time, and any related expense or
benefit recorded may be material to the fiscal quarter and year in which the law change is enacted. The European Commission has conducted investigations in
multiple countries focusing on whether local country tax rulings or tax legislation provides preferential tax treatment that violates European Union state aid
rules and concluded that certain countries, have provided illegal state aid in certain cases. These investigations may result in changes to the tax treatment of ourforeign operations. Due to the large and expanding scale of our international business activities, many of these types of changes to the taxation of our activities
could increase our worldwide effective tax rate and adversely affect our business, financial position and results of operations. Such changes may also apply
retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements.
In connection with the OECD’s Base Erosion and Profit Shifting (BEPS) project, companies are required to disclose more information to tax authorities on
operations around the world, which may lead to greater audit scrutiny of profits earned in other countries. We regularly assess the likely outcomes of our tax
audits and disputes to determine the appropriateness of our tax reserves. However, any tax authority could take a position on tax treatment that is contrary to our
expectations, which could result in tax liabilities in excess of reserves.
Legal and Regulatory Risks
Our operations expose us to environmental, health and safety and other legal compliance risks, and any noncompliance could adversely affect our business.
As a global business, we are subject to extensive environmental liability on our operations due to current environmental laws and regulations in the jurisdictions
we operate.
If convicted or found liable for violation of a law or regulation, we could be subject to significant fines, penalties, repayments or other damages. Laws andregulations may also change from time to time, as may related interpretations and other guidance, resulting in potentially higher expenses and payments andaffect how we conduct our operations and structure our investments.
We process, store, dispose of and otherwise use large amounts of hazardous materials, especially lead and acid in the manufacturing of our products. As a result,
we are subject to extensive and changing environmental, health and safety laws and regulations governing, among other things: the generation, handling,storage, use, transportation and disposal of hazardous materials; remediation of polluted ground or water; emissions or discharges of hazardous materials into
the ground, air or water; and the health and safety of our employees. Failure to comply with these laws or regulations, or to obtain or comply with required
environmental permits, could result in fines, criminal charges or other sanctions by regulators. From time to time we have had instances of alleged or actual
noncompliance that have resulted in the imposition of fines, penalties and required corrective actions. Our ongoing compliance with environmental, health andsafety laws, regulations and permits could require us to incur significant expenses, limit our ability to modify or expand our facilities or continue production andrequire us to23

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install additional pollution control equipment and make other capital improvements. In addition, private parties, including current or former employees, could
bring personal injury or other claims against us due to the presence of, or exposure to, hazardous substances used, stored or disposed of by us or contained in
our products.
Certain environmental laws assess liability on owners or operators of real property for the cost of investigation, removal or remediation of hazardous substancesat their current or former properties. These laws may also assess costs to repair damage to natural resources. We may be responsible for remediating damage to
our properties caused by former owners. Soil and groundwater contamination has occurred at some of our current and former properties and may occur or bediscovered at other properties in the future. In accordance with regulatory permits, we are currently investigating and monitoring soil and groundwatercontamination at several of our properties, in most cases as required by regulatory permitting processes. We may be required to conduct these operations at otherproperties in the future. In addition, we have been, and in the future, may be liable to contribute to the cleanup of locations owned or operated by other persons
to which we or our predecessor companies have sent waste for disposal, pursuant to federal and other environmental laws. Under these laws, the owner or
operator of contaminated properties and companies that generated, disposed of or arranged for the disposal of wastes sent to a contaminated disposal facility canbe held jointly and severally liable for the investigation and cleanup of such properties, regardless of fault. Additionally, our products may become subject tofees and taxes in order to fund cleanup of such properties, including those operated or used by other lead-battery industry participants.
Changes in environmental and climate-related laws and regulations could lead to new or additional investment in production designs and could increase
environmental compliance expenditures. For example, the European Union has enacted greenhouse gas emissions legislation, and continues to expand the scopeof such legislation. The United States Environmental Protection Agency has promulgated regulations applicable to projects involving greenhouse gas emissions
above a certain threshold, and the United States and certain states within the United States have enacted, or are considering, limitations on greenhouse gas
emissions.
Changes in climate change concerns, or in the regulation of such concerns, including greenhouse gas emissions, could subject us to additional costs andrestrictions, including increased energy and raw materials costs. Additionally, we cannot assure you that we have been or at all times will be in compliance withenvironmental laws and regulations or that we will not be required to expend significant funds to comply with, or discharge liabilities arising under,
environmental laws, regulations and permits, or that we will not be exposed to material environmental, health or safety litigation.
We are subject to a wide variety of domestic and foreign laws and regulations that could adversely affect our business, financial condition and results ofoperations.
We are subject to a wide variety of domestic and foreign laws and regulations, and legal compliance risks, including securities laws, tax laws, data privacy laws,
employment and pension-related laws, competition laws, U.S. and foreign export and trade laws, government procurement regulations, and laws governing
improper business practices. We are affected by both new laws and regulations, and changes to existing laws and regulations which may continue to evolve
through interpretations by courts and regulators. Furthermore, the laws and regulations to which we are subject may differ from jurisdiction to jurisdiction,
further increasing the cost of compliance and the risk of noncompliance.
In particular, the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar worldwide anti-bribery laws in non-U.S. jurisdictions generally prohibit companies
and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. The FCPA applies tocompanies, individual directors, officers, employees and agents. Under the FCPA, U.S. companies may be held liable for actions taken by strategic or local
partners or representatives. The FCPA also imposes accounting standards and requirements on publicly traded U.S. corporations and their foreign affiliates,
which are intended to prevent companies and their intermediaries from making improper payments to non-U.S. government officials for the purpose ofobtaining or retaining business. Certain of our customer relationships outside of the U.S. are with governmental entities and are therefore subject to such antibribery laws. Our policies mandate compliance with these anti-bribery laws. Despite meaningful measures that we undertake to facilitate lawful conduct, which
include training and internal control policies, these measures may not always prevent reckless or criminal acts by our employees or agents. As a result, we could
be subject to criminal and civil penalties, disgorgement, further changes or enhancements to our procedures, policies and controls, personnel changes or otherremedial actions. Violations of these laws, or allegations of such violations, could disrupt our operations, involve significant management distraction and resultin a material adverse effect on our competitive position, results of operations, cash flows or financial condition.
Complying or failing to comply with conflict minerals regulations could materially and adversely affect our supply chain, our relationships with customers andsuppliers and our financial results.
We are currently subject to conflict mineral disclosure regulations in the U.S. and may be affected by new regulations concerning conflict and similar minerals
adopted by other jurisdictions where we operate. U.S. legislation included disclosure requirements regarding the use of conflict minerals mined from the
Democratic Republic of Congo and adjoining countries and24

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procedures regarding a manufacturer’s efforts to prevent the sourcing of such conflict minerals. In addition, the European Union adopted an EU-wide conflictminerals rule under which most EU importers of tin, tungsten, tantalum, gold and their ores will have to conduct due diligence to ensure the minerals do not
originate from conflict zones and do not fund armed conflicts. We have and will continue to incur added costs to comply with the disclosure requirements,
including costs related to determining the source of such minerals used in our products. We may not be able to ascertain the origins of such minerals that we use
and may not be able to satisfy requests from customers to certify that our products are free of conflict minerals. These requirements also could constrain thepool of suppliers from which we source such minerals. We may be unable to obtain conflict-free minerals at competitive prices which will increase costs andmay materially and adversely affect our manufacturing operations and profitability.
Our failure to comply with data privacy regulations could adversely affect our business.
There are new and emerging data privacy laws, as well as frequent updates and changes to existing data privacy laws, in most jurisdictions in which we operate.
Given the complexity of these laws and the requirements they place on businesses regarding the collection, storage, handling, use, disclosure, transfer andsecurity of personal data, it is important for us to understand their impact and respond accordingly. Failure to comply with data privacy laws can result in
substantial fines or penalties, legal liability or reputational damage.
In Europe, the General Data Protection Regulation (the “GDPR”), which came into effect in 2018, places stringent requirements on companies when handlingpersonal data and there continues to be a growing trend of other countries adopting similar laws, including Canada. Additionally, there continues to besignificant uncertainty with respect to the California Consumer Privacy Act of 2018 (the “CCPA”), which went into effect on January 1, 2020, and imposes
additional obligations on companies regarding the handling of personal information and provides certain individual privacy rights to persons whose informationis collected. Both the GDPR and the CCPA are continuously evolving and developing and may be interpreted and applied differently from jurisdiction tojurisdiction and may create inconsistent or conflicting requirements. For example, the California Privacy Rights Act, which was approved by California voters
as a ballot initiative in November 2020, modifies the CCPA significantly, further enhancing and extending an individual’s rights over their personal data and theobligations placed on companies that handle this data. The resulting new regulations became effective on January 1, 2023. Most notably, employee and businessdata were brought into scope, which raises the compliance requirements for us significantly, in terms of internal controls, processes and governancerequirements. Furthermore, since 2020, several other U.S. states have enacted (and additional U.S. states are considering) stringent consumer privacy laws,
which may impose varying standards and requirements on our data collection, use and processing activities. Continued state by state introduction of privacy
laws could lead to significantly greater complexity in our compliance requirements globally, which could result in complaints from data subjects or action from
regulators.
If we are not able to respond, adapt and implement the necessary requirements to ensure compliance with data privacy laws, this could adversely impact our
reputation and we could face exposure to fines levied by regulators. As a result, our business, financial position and results of operations could be material
adversely affected.
The reduction, modification, elimination or expiration of government incentives for, or regulations regarding, the use of energy systems and batteries could
reduce demand for our products and harm our business.
Federal, state, local and foreign government bodies provide incentives to owners, end-users, distributors, system integrators and manufacturers of energy
systems and batteries in the form of rebates, tax credits and other financial incentives. However, these incentives may expire on a particular date, end when the
allocated funding is exhausted, or may be reduced or terminated as a matter of regulatory or legislative policy.
For example, the IRA expanded and extended the tax credits and other tax benefits available to energy systems projects and the battery supply chain. We believe
this law will bolster and extend future demand for our products in the United States. However, we note that implementing regulations for this law are still inprocess, which creates uncertainty about the extent of its impact on us and our industry. For more information, see “The Inflation Reduction Act of 2022 ("IRA")
contains production tax credits for certain battery cells and battery modules. The Company's ability to benefit from Section 45X production tax credits is notguaranteed and is dependent upon the federal government's ongoing implementation, guidance, regulations, and/or rulemakings that have been the subject of
substantial public interest and debate.” above.
In addition, similar incentives may exist in, or be developed outside of, the United States, which could impact demand for our products and services as we
expand our business into foreign jurisdictions. Our international customers and end-users may have access to tax deductions and grants toward equipment
purchases. Our ability to successfully penetrate new geographic markets may depend on new countries adopting, to the extent such incentives are not currently
in place and maintaining such incentives.

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General Risk Factors
There can be no assurance that we will continue to declare cash dividends at all or in any particular amounts, and any reduction in or elimination of ourdividend payment could reduce the market price of our stock.
We intend to pay quarterly cash dividends subject to capital availability and periodic determinations by our Board of Directors that cash dividends are in thebest interest of our stockholders. Future payment of a regular quarterly cash dividend on our common shares will be subject to, among other things, our resultsof operations, cash balances and future cash requirements, financial condition, statutory requirements of Delaware law, compliance with the terms of existing
and future indebtedness and credit facilities, changes in federal and state income tax laws, changes in our business model and other factors that our Board of
Directors may deem relevant. Our dividend payments may change from time to time, and we cannot assure you that we will continue to declare dividends at all
or in any particular amounts. A reduction in or elimination of our dividend payments could have a negative effect on our share price.
We cannot guarantee that our share repurchase programs will be fully consummated or that they will enhance long-term stockholder value. Share repurchases
could also increase the volatility of the market price of our stock and diminish our cash reserves.
Our Board of Directors has authorized one share repurchase program. This program authorizes the repurchase of up to $150 million of our common stock, ofwhich authority. The other program authorizes the repurchase of up to such number of shares as shall equal the dilutive effects of any equity-based award
granted during such fiscal year and the number of shares exercised through stock option awards during such fiscal year. As of March 31, 2024, approximately$98.9 million remains available under the two programs. Although our Board of Directors has authorized these share repurchase programs, the programs do not
obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. We cannot guarantee that the programs will be fully
consummated or that they will enhance long-term stockholder value. The programs could affect the trading price of our stock and increase volatility, and any
announcement of a termination of these programs may result in a decrease in the market price of our stock. In addition, these programs could diminish our cash
reserves.
We depend on our senior management team and other key employees, and significant attrition within our management team or unsuccessful succession
planning could adversely affect our business.
Our success depends in part on our ability to attract, retain and motivate senior management and other key employees. Achieving this objective may be difficult
due to many factors, including fluctuations in global economic and industry conditions, competitors’ hiring practices, cost reduction activities, and theeffectiveness of our compensation programs. Competition for qualified personnel can be very intense. We must continue to recruit, retain and motivate senior
management and other key employees sufficient to maintain our current business and support our future projects. We are vulnerable to attrition among ourcurrent senior management team and other key employees. A loss of any such personnel, or the inability to recruit and retain qualified personnel in the future,
could have a material adverse effect on our business, financial condition and results of operations. In addition, if we are unsuccessful in our succession planning
efforts, the continuity of our business and our results of operations could be materially adversely affected.
If our internal controls are found to be ineffective, our results of operations or our stock price may be adversely affected.
Our most recent evaluation resulted in our conclusion that, as of March 31, 2024, our internal control over financial reporting was effective. We believe that wecurrently have adequate internal control procedures in place for future periods, including processes related to newly acquired businesses. However, if ourinternal control over financial reporting is found to be ineffective, investors may lose confidence in the reliability of our financial statements, which may
adversely affect our results of operations or stock price.
Changes in accounting principles and guidance could result in unfavorable accounting charges or effects, which could adversely affect our business.
We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. Any change in these principles could
have a significant effect on our reported financial position and financial results. The adoption of new or revised accounting principles may require us to makechanges to our systems, processes and internal controls, which could have a significant effect on our reported financial results and internal controls, cause
unexpected financial reporting fluctuations, retroactively affect previously reported results or require us to make costly changes to our operational processes andaccounting systems upon our following the adoption of these standards. Any of these results could adversely affect our business.

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ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.
ITEM 1C.

CYBERSECURITY

We are dedicated to safeguarding our invaluable assets and ensuring the well-being of personnel, as demonstrated through the preparation of our cybersecurity
program.
Cybersecurity Risk Management and Strategy
Our cyber risk management program is designed to comprehensively address the spectrum of cybersecurity threats that confront our organization. Within thisprogram, we integrate an analysis of the risks facing the organization to guide our preparedness against cybersecurity threats to ensure a holistic approach thatencompasses cross-functional and geographical visibility under the oversight of executive leadership through regular risk management meetings.
To aid our cybersecurity risk management strategy, we contract with dedicated third-party firms and assessors to identify risks and threats to our organization.
These assessments adhere to leading cybersecurity standards such as the National Institute of Standards and Technology (NIST) Cybersecurity Frameworkaligning with industry best practices. Additionally, our organization adheres to compliance with the Cybersecurity Maturity Model Certification (CMMC) and isundergoing International Organization for Standardization (ISO) accreditation, further demonstrating our commitment to adhering to rigorous cybersecurity
standards. To oversee incident response and mitigation we utilize our incident response plan and processes to standardize our processes for assessing,identifying, and managing cybersecurity incidents. This includes a comprehensive reporting structure and analysis processes to provide visibility and determine
incident business impact. Were a cybersecurity incident to occur, we have also implemented a cross-functional business team to aid in the determination ofincident impact, severity, and materiality, with the support of standing external counsel and third-party incident response advisors. Additional to our third-party
incident response advisors and support contracts, we undergo regular penetration tests to bolster our readiness in the event of cybersecurity incidents.
Furthermore, we have also obtained cybersecurity insurance coverage to enhance protection and minimize potential financial losses arising from cyber threats.
We prioritize cybersecurity within our supply chain, both nationally and globally, by assessing our third-party cybersecurity posture to provide secure visibility
with our partnerships. As part of our due diligence processes, we conduct security questionnaires and service provider reviews, to align our cybersecurity
standards on the onset of our partnerships. Additionally, we collaborate closely with a third-party vendor to enhance supply chain resilience. This collaboration
involves leveraging their expertise to inform decision-making and enhance risk oversight processes, ensuring greater robustness, and adaptability in managing
supply chain challenges.
While we maintain a strong cybersecurity posture, we continuously strive for improvement and vigilance to mitigate evolving threats within this dynamic
environment and protect our stakeholders’ interests. Our organization has not experienced any unauthorized access resulting from cybersecurity incidents with amaterially adverse effect on our business, operations, or financial condition and we remain cognizant of the potential impact of insufficient cybersecurity
measures on our operations. For further insights into additional organizational risks, please refer to the General Risk Factors section of Item 1(A) Risk Factors.
Cybersecurity Governance
The Board delegated primary oversight authority to the Audit Committee who plays a pivotal role in ensuring the effectiveness of our cybersecurity strategy.
Through regular updates provided by our leadership team, the committee actively evaluates the organization's cybersecurity posture and aids in prioritizing risk
mitigation efforts aligned with our strategic objectives. These updates encompass detailed quarterly reports during audit committee meetings, covering key
metrics, ongoing initiatives, and any cybersecurity incidents. Additionally, on an annual basis, the entire board receives updates on the progress of ourcybersecurity program and strategy, including insights into emerging risks and industry trends. Moreover, the board benefits from supplementary educational
briefings delivered by both internal and external experts, providing invaluable global threat visibility and enhancing the Board's understanding of cybersecurity
challenges and opportunities.
Overseeing our cybersecurity initiatives is our CIO and Director of Global Cybersecurity, who provide invaluable expertise in managing cybersecurity risks andleading our cybersecurity operations. Both the CIO and Director of Global Cybersecurity possess extensive expertise in information technology and program
management, with a wealth of experience, including over 19 combined years of dedicated service within our corporate information security organization.
Furthermore, the executive leadership team is active in security operations, overseeing implementation of policies, procedures, and policies related to27

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cybersecurity, technology, and vendors. Both the Audit Committee of the Board as well as executive leadership team will be notified and updated in the event of
an incident, with incident updates, mitigation efforts, and impact, as deemed appropriate.

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ITEM 2.

PROPERTIESThe Company’s worldwide headquarters is located in Reading, Pennsylvania, U.S.A. Headquarters for our Americas and EMEA operations are located in
Reading, Pennsylvania, U.S.A., and Zug, Switzerland, respectively. The following sets forth the Company’s principal owned or leased facilities:
Region and Property Use

Motive Power

Americas:Industrial (2)Warehouse
APAC:
Industrial (2)EMEA :
Industrial (2)Total

Energy Systems

Shared (1)Specialty

3
4

3
3

3
—

5
3

—

—

—

2

1
8

1
7

—
3

4
14

(1) Certain properties are shared between the different segments(2) Industrial Includes manufacturing and assembly properties

We consider our plants and facilities, whether owned or leased, to be in satisfactory condition and adequate to meet the needs of our current businesses andprojected growth. Information as to material lease commitments is included in Note 3 - Leases to the Consolidated Financial Statements.
ITEM 3.

LEGAL PROCEEDINGS

From time to time, we are involved in litigation incidental to the conduct of our business. See Litigation and Other Legal Matters in Note 19 - Commitments,
Contingencies and Litigation to the Consolidated Financial Statements, which is incorporated herein by reference.
ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

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PART IIITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIESMarket Information
The Company’s common stock has been listed on the New York Stock Exchange under the symbol “ENS” since it began trading on July 30, 2004. Prior to thattime, there had been no public market for our common stock.
Holders of Record
As of May 17, 2024, there were approximately 617 record holders of common stock of the Company. Because many of these shares are held by brokers andother institutions on behalf of stockholders, the Company is unable to estimate the total number of stockholders represented by these record holders.
Recent Sales of Unregistered Securities
During the fourth quarter of fiscal 2024, we did not issue any unregistered securities.
Dividends
During fiscal 2024, the Company’s quarterly dividend was $0.175 per share in the first quarter and $0.225 in the second, third, and fourth quarter. The Company
declared aggregate regular cash dividends of $0.85, $0.70, and $0.70 per share in each of the years ended March 31, 2024, March 31, 2023 and 2022
respectfully.
The Company anticipates that it will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remain
within the discretion of the Board and will depend upon the Company's future earnings, financial condition, capital requirements, restrictions under existing or
future credit facilities or debt and other factors. See “There can be no assurance that we will continue to declare cash dividends at all or in any particularamounts.” Under Item 1A. Risk Factors for additional information.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table summarizes the number of shares of common stock we purchased from participants in our equity incentive plans, as well as repurchases ofcommon stock authorized by the Board of Directors. As provided by the Company’s equity incentive plans, (a) vested options outstanding may be exercisedthrough surrender to the Company of option shares or vested options outstanding under the Company’s equity incentive plans to satisfy the applicable aggregate
exercise price (and any withholding tax) required to be paid upon such exercise and (b) the withholding tax requirements related to the vesting and settlement ofequity awards may be satisfied by the surrender of shares of the Company’s common stock.
Purchases of Equity Securities

PeriodJanuary 1 - January 31, 2024
February 1 - March 1, 2024
March 2 - March 31, 2024
Total

(a)
Total numberof shares (orunits)
purchased

12,939115,071
35,451
163,461(b)
Average pricepaid per share(or unit)

$

99.08
90.85
90.01
91.32

$

(d)
Maximum number(or approximate
dollar value) of shares(or units) that may bepurchased under theplans or programs(1)(2)(c)
Total number ofshares (or units)purchased as part ofpublicly announcedplans or programs—
111,930
35,451
147,381$112,213,965
102,046,065
98,855,224

The Company's Board of Directors has authorized the Company to repurchase up to such number of shares as shall equal the dilutive effects of any
equity based awards issued during such fiscal year under the 2017 Equity Incentive Plan and the 2023 Equity Incentive Plan and the number of shares
exercised through stock option awards during such fiscal year, approximately $34.0 million.
(2) On March 9, 2022, the Company announced the establishment of a $150.0 million stock repurchase authorization, with no
expiration date.
(1)

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STOCK PERFORMANCE GRAPH

The following graph compares the changes in cumulative total returns on EnerSys’ common stock with the changes in cumulative total returns of the New York
Stock Exchange Composite Index, a broad equity market index; and the Dow Jones US Electrical Components and Equipment index ("DJUSEC"). The
Company determined that the DJUSEC index provides a publicly available index of industry peers with similar market capitalization.

*$100 invested on March 31, 2019 in stock or index, including reinvestment of dividends.

ITEM 6.

[RESERVED]

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ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition for the fiscal years ended March 31, 2024 and 2023, should be readin conjunction with our audited Consolidated Financial Statements and the notes to those statements included in Item 8. Financial Statements andSupplementary Data, of this Annual Report on Form 10-K. Our discussion and analysis of our results of operations and financial condition for the fiscal years
ended March 31, 2023 and 2022, has been omitted from this Form 10-K and can be found in Part II, "Item 7. Management's Discussion and Analysis ofFinancial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023. Our discussion contains
forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, opinions, expectations,anticipations and intentions and beliefs. Actual results and the timing of events could differ materially from those anticipated in those forward-looking
statements as a result of a number of factors. See “Cautionary Note Regarding Forward-Looking Statements,” “Business” and “Risk Factors,” sections
elsewhere in this Annual Report on Form 10-K. In the following discussion and analysis of results of operations and financial condition, certain financial
measures may be considered “non-GAAP financial measures” under the SEC rules. These rules require supplemental explanation and reconciliation, which isprovided in this Annual Report on Form 10-K.
EnerSys’ management uses the non-GAAP measures, EBITDA and adjusted EBITDA, in its computation of compliance with loan covenants and adjusted
EBITDA in evaluating its financial performance. These measures, as used by EnerSys, adjust net earnings determined in accordance with GAAP for interest,
taxes, depreciation and amortization, and certain charges or credits as permitted by our credit agreements, that were recorded during the periods presented.
These non-GAAP disclosures have limitations as analytical tools, should not be viewed as a substitute for cash flow or operating earnings determined inaccordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP, nor are theynecessarily comparable to non-GAAP performance measures that may be presented by other companies. This supplemental presentation should not be
construed as an inference that the Company’s future results will be unaffected by similar adjustments to operating earnings determined in accordance withGAAP.
Overview
EnerSys (the “Company,” “we,” or “us”) is a world leader in stored energy solutions for industrial applications. We design, manufacture, and distribute energy
systems solutions and motive power batteries, specialty batteries, battery chargers, power equipment, battery accessories and outdoor equipment enclosure
solutions to customers worldwide. Energy Systems, which combine power conversion, power distribution, energy storage, and enclosures, are used in thetelecommunication, broadband, data center and utility industries, uninterruptible power supplies, and numerous applications requiring stored energy solutions.
Motive Power batteries and chargers are utilized in electric forklift trucks, automated guided vehicles (AGVs), and other industrial electric powered vehicles.
Specialty batteries are used in aerospace and defense applications, large over the road trucks, premium automotive and medical products. New Ventures
provides energy storage and management systems for demand charge reduction, utility back-up power, and dynamic fast charging for electric vehicles. We also
provide aftermarket and customer support services to over 10,000 customers in more than 100 countries through a network of distributors, independent
representatives and our internal sales force around the world.
The Company's chief operating decision maker, or CODM (the Company's Chief Executive Officer), reviews financial information for purposes of assessing
business performance and allocating resources, by focusing on the lines of business on a global basis. The Company excludes certain items that are not includedin the segment performance as these are managed and viewed on a consolidated basis. The Company identifies the following as its four operating segments,
based on lines of business:••

Energy Systems - uninterruptible power systems, or “UPS” applications for computer and computer-controlled systems used in data centers, as well as
telecommunications systems, switchgear and electrical control systems used in industrial facilities and electric utilities, large-scale energy storage andenergy pipelines. Energy Systems also includes highly integrated power solutions and services to broadband, telecom, data center, and renewable andindustrial customers, as well as thermally managed cabinets and enclosures for electronic equipment and batteries.
Motive Power - power for electric industrial forklifts used in manufacturing, warehousing and other material handling
applications, AGVs, as well as mining equipment, diesel locomotive starting and other rail equipment.

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Specialty - premium batteries for starting, lighting and ignition applications in premium automotive and large over-the-road trucks, energy storage
solutions for satellites, spacecraft, commercial aircraft, military land vehicles, aircraft,submarines, ships and other tactical vehicles, as well as medical devices and equipment; andNew Ventures - energy storage and management systems for demand charge reduction, utility back-up power, and dynamic fast charging for electricvehiclesWe evaluate business segment performance based primarily upon operating earnings exclusive of highlighted items. Highlighted items are those that theCompany deems are not indicative of ongoing operating results, including those charges that the Company incurs as a result of restructuring activities,
impairment of goodwill and indefinite-lived intangibles and other assets, acquisition activities and those charges and credits that are not directly related tooperating unit performance, such as significant legal proceedings, ERP system implementation, amortization of recently acquired intangible assets and tax
valuation allowance changes, including those related to the adoption of the Tax Cuts and Jobs Act. Because these charges are not incurred as a result of ongoing
operations, or are incurred as a result of a potential or previous acquisition, they are not as helpful a measure of the performance of our underlying business,particularly in light of their unpredictable nature and are difficult to forecast. All corporate and centrally incurred costs are allocated to the business segments
based principally on net sales. We evaluate business segment cash flow and financial position performance based primarily upon capital expenditures andprimary operating capital levels.
Our management structure, financial reporting systems, and associated internal controls and procedures, are all consistent with our four lines of business. We
report on a March 31 fiscal year-end. Our financial results are largely driven by the following factors:
•
•
•
•
•
•

global economic conditions and general cyclical patterns of the industries in which our customers operate;changes in our selling prices and, in periods when our product costs increase, our ability to raise our selling prices to pass such cost increases through toour customers;
the extent to which we are able to efficiently utilize our global manufacturing facilities and optimize our capacity;
the extent to which we can control our fixed and variable costs, including those for our raw materials, manufacturing, distribution and operating
activities;changes in our level of debt and changes in the variable interest rates under our credit facilities; andthe size and number of acquisitions and our ability to achieve their intended benefits.

Current Market Conditions
Economic Climate
The economic climate in North America, China and EMEA in calendar year 2023 was marked by a mix of challenges with some momentum made toward
recovering from a slowed economy in 2022. All regions experienced a moderate rise in inflation in calendar 2023 compared to 2022 and continue to be
negatively impacted by regional conflicts around the world, including the war in Ukraine. We expect interest rates to continue to stay elevated and potentiallydecrease in the second half of calendar year 2024 in the U.S. and the Euro zone. China’s slowing economy faced further headwinds caused by pressure on therenminbi and the impact from its zero COVID polices that were relaxed in August of 2023, but started to see some brights spots entering calendar year 2024 asa result of increasing travel and consumer spending, despite ongoing geopolitical tensions in the region.
Supply chain disruptions and cost spikes in certain materials that impacted EnerSys during calendar year 2022 and the beginning of calendar year 2023 started
to stabilize during the second quarter of calendar year 2023. While there are still pockets of supply chain challenges and some elevated materials costs such as
plastic resins, electronic components, and copper, other costs such as transportation have returned to pre-COVID levels. However, recent geopolitical tensions
between Hamas and Israel have begun to disrupt shipments in the Red Sea. As a result, some ocean freight costs and transit times may temporarily increase until
shipping in the region returns to normal. In addition, we have broadly achieved our hiring and labor retention goals in certain locations that were facing
challenges at the beginning of the year. Generally, our mitigation efforts and ongoing lean initiatives have tempered the impact of the pandemic-related
challenges. The market demand in our Motive Power and Specialty segments remains healthy. Cyclical capex pauses in the communication networks market has
decreased demand in the Energy Systems segment since our fiscal second quarter, while demand in other end-markets such as data center and industrials wererobust.
Volatility of Commodities and Foreign Currencies

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Our most significant commodity and foreign currency exposures are related to lead and the Euro, respectively. Historically, the volatility of commodity costs
and foreign currency exchange rates have caused large swings in our production costs. Since the beginning of fiscal year 2024, we have experienced a range inlead prices from approximately $1.05 per pound to approximately $0.90 per pound. We are experiencing elevated costs in some of our other raw materials suchas plastic resins, steel, copper, acid, separator paper and electronics. However, these increased costs have moderated during fiscal year 2024.
Customer Pricing
Our selling prices fluctuated during the last several years to offset the volatile cost of commodities. Approximately 25% of our revenue is now subject toagreements that adjust pricing to a market-based index for lead. Customer pricing changes generally lag movements in lead prices and other costs byapproximately six to nine months. In fiscal 2024, customer pricing has increased due to certain commodity prices and other costs having increased throughout
the year.
Based on the current commodity markets, it is difficult to predict with certainty whether commodity prices will be higher or lower in fiscal 2025 versus fiscal
2024. However, given the lag related to increasing our selling prices for inflationary cost increases, on average our selling prices should be higher in fiscal 2025
versus fiscal 2024. As we concentrate more on energy systems and non-lead chemistries, the emphasis on lead will continue to decline.
Primary Operating Capital
As part of managing the performance of our business, we monitor the level of primary operating capital, and its ratio to net sales. We define primary operating
capital as accounts receivable, plus inventories, minus accounts payable. The resulting net amount is divided by the trailing three month net sales (annualized)
to derive a primary operating capital percentage. We believe these three elements included in primary operating capital are most operationally driven, and thisperformance measure provides us with information about the asset intensity and operating efficiency of the business on a company-wide basis that management
can monitor and analyze trends over time. Primary operating capital was $852.9 million (yielding a primary operating capital percentage of 23.4%) at March 31,
2024 and $1,057.0 million (yielding a primary operating capital percentage of 26.7%) at March 31, 2023. The primary operating capital percentage of 23.4% at
March 31, 2024 is 330 basis points lower than that for March 31, 2023, and 530 basis points lower than that for March 31, 2022. The change in the ratio isprimarily due to a reduction in accounts receivable and inventory as a result of targeted collections and improved inventory management actions.
Primary Operating Capital and Primary Operating Capital percentages at March 31, 2024, 2023 and 2022 are computed as follows:

Accounts receivable, net
Inventory, net
Accounts payable$

Total primary operating capital
Trailing 3 months net sales$

March 31, 2024
524.7
697.7
(369.5)
852.9

$
$

910.7
3,642.8($ in Millions)

Trailing 3 months net sales annualized
Primary operating capital as a % of annualized net sales

23.4 %$March 31, 2023
637.8
797.8
(378.6)
1,057.0$$

989.9
3,959.6$

26.7 %$March 31, 2022
719.4
715.7
(393.1)
1,042.0$$907.0
3,628.1$

28.7 %

Liquidity and Capital Resources
We believe that our financial position is strong. We have substantial liquidity with $333 million of available cash and cash equivalents and available andundrawn, under all its lines of credit of approximately $938 million at March 31, 2024 to cover short-term liquidity requirements and anticipated growth in theforeseeable future. The nominal amount of credit available is subject to a leverage ratio maximum of 4.0x EBITDA, as discussed in Liquidity and Capital
Resources.

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During the second quarter of fiscal 2023, the Company entered into a third amendment to the 2017 Credit Facility (as amended, the “Third Amended Credit
Facility”). The Third Amended Credit Facility provided new incremental delayed-draw senior secured term loan up to $300 million (the “Third Amended Term
Loan”), which was available to draw until March 15, 2023. During the fourth quarter of fiscal 2023, the Company drew $300 million in the form of the Third
Amended Term Loan. The funds will mature on September 30, 2026, the same as the Company's Second Amended Term loan and Second Amended Revolver.
In connection with the agreement, the Company incurred $1.2 million in third party administrative and legal fees recognized in interest expense and capitalized$1.1 million in charges from existing lenders as a deferred asset. Additionally, the Company derecognized the capitalized deferred asset and recognized the $1.1
million as a deferred financing costs.
During the fourth quarter of fiscal 2023, the Company entered into a fourth amendment to the 2017 Credit Facility (as amended, the “Fourth Amended Credit
Facility”). The Fourth Amended Credit Facility replaces the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”)
in the calculation of interest for both the Second Amended Revolver and the Second Amended Term Loan.
During the second quarter of fiscal 2022, we entered into a second amendment to the Amended Credit Facility (as amended, the “Second Amended Credit
Facility”). As a result, the Second Amended Credit Facility, now scheduled to mature on September 30, 2026, consists of a $130.0 million senior secured termloan (the “Second Amended Term Loan”), a CAD 106.4 million ($84.2 million) term loan and an $850.0 million senior secured revolving credit facility (the“Second Amended Revolver”). This amendment resulted in a decrease of the Amended Term Loan by $150.0 million and an increase of the Amended Revolver
by $150.0 million.
On January 11, 2024, we issued $300 million in aggregate principal amount of our 6.625% Senior Notes due 2032 (the “2032 Notes”). Proceeds from thisoffering, net of debt issuance costs were $297.0 million and were utilized to pay down the Fourth Amended Credit Facility. We plan to use the remaining net
proceeds for general corporate purposes, including to repay a portion of the outstanding borrowings under the revolving portion of its existing credit facility(without a reduction in commitment).
During fiscal 2024, our operating cash flow provided cash of $457.0 million, compared to $279.9 million in the prior year. The change in the operating cash
flows in fiscal 2024 was primarily due to the decreases in primary operating capital dollars, compared to the prior year, reflecting the impact sold receivables asa part of our asset securitization agreement and less of an increase in inventory compared to the prior year.
In fiscal 2024 and 2023, we repurchased 1,002,415 and 358,365 shares of common stock for $95.7 million and $22.9 million, respectively. In fiscal 2022, werepurchased 1,966,334 shares of common stock for $156.4 million.
A substantial majority of the Company’s cash and investments are held by foreign subsidiaries. The majority of that cash and investments is expected to be
utilized to fund local operating activities, capital expenditure requirements and acquisitions. The Company believes that it has sufficient sources of domestic andforeign liquidity.
The Federal Reserve Bank has discontinued quantitative easing, raised interest rates in response to inflation concerns. It is unclear when it is expected to reduce
interest rates. The increase in short-term interest rates has increased EnerSys’ variable cost of borrowing under the Fourth Amended Credit Facility.
We believe that our strong capital structure and liquidity affords us access to capital for future capital expenditures, acquisition and stock repurchase
opportunities and continued dividend payments.

Critical Accounting Policies and Estimates
Our significant accounting policies are described in Note 1 - Summary of Significant Accounting Policies to the Consolidated Financial Statements in Item 8. In
preparing our financial statements, management is required to make estimates and assumptions that, among other things, affect the reported amounts in theConsolidated Financial Statements and accompanying notes. These estimates and assumptions are most significant where they involve levels of subjectivity andjudgment necessary to account for highly uncertain matters or matters susceptible to change, and where they can have a material impact on our financial
condition and operating performance. We discuss below the more significant estimates and related assumptions used in the preparation of our Consolidated
Financial Statements. If actual results were to differ materially from the estimates made, the reported results could be materially affected.

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Revenue Recognition
In accordance with ASC 606, we recognize revenue only when we have satisfied a performance obligation through transferring control of the promised good orservice to a customer. The standard indicates that an entity must determine at contract inception whether it will transfer control of a promised good or service
over time or satisfy the performance obligation at a point in time through analysis of the following criteria: (i) the entity has a present right to payment, (ii) the
customer has legal title, (iii) the customer has physical possession, (iv) the customer has the significant risks and rewards of ownership and (v) the customer has
accepted the asset. Our primary performance obligation to our customers is the delivery of finished goods and products, pursuant to purchase orders. Control ofthe products sold typically transfers to our customers at the point in time when the goods are shipped as this is also when title generally passes to our customers
under the terms and conditions of our customer arrangements.
Management believes that the accounting estimates related to revenue recognition are critical accounting estimates because they require reasonable assurance ofcollection of revenue proceeds and completion of all performance obligations. Also, revenues are recorded net of provisions for sales discounts and returns,
which are established at the time of sale. These estimates are based on our past experience. For additional information see Note 1 of Notes to the Consolidated
Financial Statements.
Asset Impairment Determinations
We test for the impairment of our goodwill and indefinite-lived trademarks at least annually and whenever events or circumstances occur indicating that apossible impairment has been incurred.
We assess whether goodwill impairment exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether
events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If,
based on this qualitative assessment, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, or if weelect not to perform a qualitative assessment, a quantitative assessment is performed to determine whether a goodwill impairment exists at the reporting unit.
We perform our annual goodwill impairment test on the first day of our fourth quarter for each of our reporting units based on the income approach, also known
as the discounted cash flow (“DCF”) method, which utilizes the present value of future cash flows to estimate fair value. We also use the market approach,which utilizes market price data of companies engaged in the same or a similar line of business as that of our company, to estimate fair value. A reconciliationof the two methods is performed to assess the reasonableness of fair value of each of the reporting units.
The future cash flows used under the DCF method are derived from estimates of future revenues, operating income, working capital requirements and capital
expenditures, which in turn reflect our expectations of specific global, industry and market conditions. The discount rate developed for each of the reporting
units is based on data and factors relevant to the economies in which the business operates and other risks associated with those cash flows, including thepotential variability in the amount and timing of the cash flows. A terminal growth rate is applied to the final year of the projected period and reflects ourestimate of stable growth to perpetuity. We then calculate the present value of the respective cash flows for each reporting unit to arrive at the fair value using
the income approach and then determine the appropriate weighting between the fair value estimated using the income approach and the fair value estimatedusing the market approach. Finally, we compare the estimated fair value of each reporting unit to its respective carrying value in order to determine if the
goodwill assigned to each reporting unit is potentially impaired. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and nofurther testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which thecarrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reportingunit.
Significant assumptions used include management’s estimates of future growth rates, the amount and timing of future operating cash flows, capital
expenditures, discount rates, as well as market and industry conditions and relevant comparable company multiples for the market approach. Assumptions
utilized are highly judgmental, especially given the role technology plays in driving the demand for products in the telecommunications and aerospace markets.
Based on the results of the annual impairment test as of January 1, 2024, we determined that there was no goodwill impairment.
The indefinite-lived trademarks are tested for impairment by comparing the carrying value to the fair value based on current revenue projections of the related
operations, under the relief from royalty method. Any excess carrying value over the amount37

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of fair value is recognized as impairment. Any impairment would be recognized in full in the reporting period in which it has been identified.
Based on the results of the annual impairment test as of January 1, 2024, we determined that there were impairments to two indefinite-lived trademarks. For
additional information see Note 7 Notes to the Consolidated Financial Statements.
With respect to our other long-lived assets other than goodwill and indefinite-lived trademarks, we test for impairment when indicators of impairment arepresent. An asset is considered impaired when the undiscounted estimated net cash flows expected to be generated by the asset are less than its carrying amount.
The impairment recognized is the amount by which the carrying amount exceeds the fair value of the impaired asset.
Business Combinations
We account for business combinations in accordance with ASC 805, Business Combinations. We recognize assets acquired and liabilities assumed inacquisitions at their fair values as of the acquisition date, with the acquisition-related transaction andrestructuring costs expensed in the period incurred. Determining the fair value of assets acquired and liabilities assumed often involves estimates based on thirdparty valuations, such as appraisals, or internal valuations based on discounted cash flow analyses and may include estimates of attrition, inflation, asset growth
rates, discount rates, multiples of earnings or other relevant factors. In addition, fair values are subject to refinement for up to a year after the closing date of an
acquisition. Adjustments recorded to the acquired assets and liabilities are applied prospectively.
Fair values are based on estimates using management's assumptions using future growth rates, future attrition of the customer base, discount rates, multiples of
earnings or other relevant factors.
Any change in the acquisition date fair value of assets acquired and liabilities assumed may materially affect our financial position, results of operations andliquidity.
Litigation and Claims
From time to time, the Company has been or may be a party to various legal actions and investigations including, among others, employment matters,
compliance with government regulations, federal and state employment laws, including wage and hour laws, contractual disputes and other matters, including
matters arising in the ordinary course of business. These claims may be brought by, among others, governments, customers, suppliers and employees.
Management considers the measurement of litigation reserves as a critical accounting estimate because of the significant uncertainty in some cases relating tothe outcome of potential claims or litigation and the difficulty of predicting the likelihood and range of potential liability involved, coupled with the material
impact on our results of operations that could result from litigation or other claims.
In determining legal reserves, management considers, among other inputs:
•
•
•
•
•
•

interpretation of contractual rights and obligations;the status of government regulatory initiatives, interpretations and investigations;the status of settlement negotiations;prior experience with similar types of claims;
whether there is available insurance coverage; andadvice of outside counsel.

For certain matters, management is able to estimate a range of losses. When a loss is probable, but no amount of loss within a range of outcomes is more likely
than any other outcome, management will record a liability based on the low end of the estimated range. Additionally, management will evaluate whether losses
in excess of amounts accrued are reasonably possible, and will make disclosure of those matters based on an assessment of the materiality of those addition
possible losses.

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Table of Contents

Environmental Loss Contingencies
Accruals for environmental loss contingencies (i.e., environmental reserves) are recorded when it is probable that a liability has been incurred and the amount
can reasonably be estimated. Management views the measurement of environmental reserves as a critical accounting estimate because of the considerable
uncertainty surrounding estimation, including the need to forecast well into the future. From time to time, we may be involved in legal proceedings underfederal, state and local, as well as international environmental laws in connection with our operations and companies that we have acquired. The estimation ofenvironmental reserves is based on the evaluation of currently available information, prior experience in the remediation of contaminated sites and assumptions
with respect to government regulations and enforcement activity, changes in remediation technology and practices, and financial obligations andcreditworthiness of other responsible parties and insurers.
Retirement Plans
We use certain economic and demographic assumptions in the calculation of the actuarial valuation of liabilities associated with our defined benefit plans. Theseassumptions include the discount rate, expected long-term rates of return on assets and rates of increase in compensation levels. Changes in these assumptions
can result in changes to the pension expense and recorded liabilities. Management reviews these assumptions at least annually. We use independent actuaries toassist us in formulating assumptions and making estimates. These assumptions are updated periodically to reflect the actual experience and expectations on aplan-specific basis, as appropriate.
For benefit plans which are funded, we establish strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with theaim of achieving a prudent balance between return and risk. We set the expected long-term rate of return based on the expected long-term average rates of return
to be achieved by the underlying investment portfolios. In establishing this rate, we consider historical and expected returns for the asset classes in which theplans are invested, advice from pension consultants and investment advisors, and current economic and capital market conditions. The expected return on plan
assets is incorporated into the computation of pension expense. The difference between this expected return and the actual return on plan assets is deferred andwill affect future net periodic pension costs through subsequent amortization.
We believe that the current assumptions used to estimate plan obligations and annual expense are appropriate in the current economic environment. However, if
economic conditions change materially, we may change our assumptions, and the resulting change could have a material impact on the Consolidated Statementsof Income and on the Consolidated Balance Sheets.
Income Taxes
Our effective tax rate is based on pretax income and statutory tax rates available in the various jurisdictions in which we operate. We account for income taxes
in accordance with applicable guidance on accounting for income taxes, which requires that deferred tax assets and liabilities be recognized using enacted tax
rates for the effect of temporary differences between book and tax bases on recorded assets and liabilities. Accounting guidance also requires that deferred tax
assets be reduced by a valuation allowance, when it is more likely than not that a tax benefit will not be realized.
The recognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at thereporting date. We evaluate tax positions to determine whether the benefits of tax positions are more likely than not of being sustained upon audit based on thetechnical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, we recognize the largest amount of the benefit
that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not more likely than not of being
sustained upon audit, we do not recognize any portion of the benefit in the financial statements. If the more likely than not threshold is not met in the period forwhich a tax position is taken, we may subsequently recognize the benefit of that tax position if the tax matter is effectively settled, the statute of limitations
expires, or if the more likely than not threshold is met in a subsequent period.
We evaluate, on a quarterly basis, our ability to realize deferred tax assets by assessing our valuation allowance and by adjusting the amount of such allowance,
if necessary. The factors used to assess the likelihood of realization are our forecast of future taxable income and available tax planning strategies that could be
implemented to realize the net deferred tax assets.
To the extent we prevail in matters for which reserves have been established, or are required to pay amounts in excess of our reserves, our effective tax rate in agiven financial statement period could be materially affected.

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Table of Contents

Production Tax Credits Under the Inflation Reduction Act
We continue to evaluate the extent of benefits available to us pursuant to the IRA, which we expect will favorably impact our results of operations in future
periods. We currently expect to qualify for the advanced manufacturing production credit (AMPC) under Section 45X of the IRC, which provides certain
specified benefits for battery cells, battery modules manufactured or assembled in the United States and sold to third parties, as well for active electrodematerials for such batteries. For eligible batteries the credit is equal to $35 multiplied by the capacity of such battery cell expressed on a kilowatt-hour basis. For
eligible battery module the credit is equal to $10 multiplied by the capacity of such battery module expressed on a kilowatt-hour basis. For eligible electrodeactive material the credit is equal to 10% of the costs incurred with respect to the production of such materials.
During the year ended March 31, 2024 and March 31, 2023, we recognized $136.4 million and $17.3 million, respectively, of Section 45X credits as a reduction
to “Cost of sales”. There are currently several critical and complex aspects of the IRA awaiting final regulations from the IRS and U.S. Treasury Department.
The uncertainty of a final ruling and changes to the current guidance could materially affect the benefits we have recognized and expect to recognize from theadvanced manufacturing production credit. We will continue to evaluate the effects of IRA to the extent more guidance is issued and the relevant implications to
our Consolidated Financial Statements.
Results of Operations—Fiscal 2024 Compared to Fiscal 2023
The following table presents summary Consolidated Statements of Income data for fiscal year ended March 31, 2024, compared to fiscal year ended March 31,
2023:

Fiscal 2024
In
Millions

Net sales
Cost of goods soldInventory adjustment relating to exit
activities
Gross profit
Operating expenses
Restructuring and other exit charges
Impairment of indefinite-lived intangibles
Operating earnings
Interest expense
Other (income) expense, net
Earnings before income taxes
Income tax expense
Net earnings attributable to EnerSys
stockholders$$

3,581.8
2,578.8

Fiscal 2023
As %Net Sales

In
Millions

100.0 % $72.0

3,708.5
2,867.8

Increase (Decrease)As %Net Sales

In
Millions%

100.0 % $
77.3

(126.7)(289.0)(3.4)%(10.1)

20.2
982.8
589.6
28.1
13.6
351.5
49.9
9.4
292.2
23.1

0.6
27.4
16.5
0.8
0.4
9.8
1.4
0.3
8.2
0.6

0.6
840.1
544.9
16.4
0.5
278.3
59.5
8.2
210.6
34.8

—
22.7
14.7
0.4
0.1
7.5
1.6
0.2
5.7
0.9

19.6
142.7
44.7
11.7
13.1
73.2
(9.6)
1.2
81.6
(11.7)

NM
17.0
8.2
71.0
NM
26.3
(16.1)
15.1
38.7(33.7)

269.1

7.5 % $

175.8

4.8 % $

93.3

53.1 %NM = not meaningful
Overview
Our sales in fiscal 2024 were $3.6 billion, a 3.4% decrease from prior year's sales. This decrease was due to a 7% decrease in organic volume, partially offset by
a 4% increase in pricing.
A discussion of specific fiscal 2024 versus fiscal 2023 operating results follows, including an analysis and discussion of the results of our reportable segments.

40

Table of Contents

Net Sales
Segment sales
Fiscal 2024
In
Millions

Energy Systems
Motive PowerSpecialty
Total net sales$

Fiscal 2023
% Net
Sales

1,590.0
1,456.2
535.6
3,581.8$

In
Millions

44.4 % $40.6
15.0
100.0 % $Increase (Decrease)
% Net
Sales

1,738.1
1,451.3
519.1
3,708.5

In
Millions

46.9 % $39.1
14.0
100.0 % $%(148.1)
4.9
16.5(126.7)(8.5)%
0.3
3.2(3.4)%Net sales of our Energy Systems segment in fiscal 2024 decreased $148.1 million, or 8.5%, compared to fiscal 2023. This decrease was due to a 13% decreasein organic volume and an 1% decrease in foreign currency translation impact, partially offset by a 5% increase in pricing. This decrease in sales was driven by adecrease in demand from telecommunication and broadband customers as a result of a pause in their capital spending, partially offset by stronger demand within
the data center market.
Net sales of our Motive Power segment in fiscal 2024 increased by $4.9 million, or 0.3%, compared to fiscal 2023. This increase was due to a 3% increase inpricing and a 1% increase due to acquisitions offset by a 4% decrease in organic volume. We continue to benefit from continued improved pricing and favorable
sales mix as a result of ongoing maintenance-free conversions.

Net sales of our Specialty segment in fiscal 2024 increased by $16.5 million, or 3.2%, compared to fiscal 2023. The increase was due to a 1% increase inorganic volume, a 1% increase in pricing, and a 1% increase in foreign currency translation impact. This increase in net sales was primarily driven by strong
demand constrained by capacity limitations.
Gross Profit
Fiscal 2024
In
Millions

Gross profit$

Fiscal 2023
As %Net Sales

982.8

In
Millions

27.4 % $Increase (Decrease)As %Net Sales

840.1

In
Millions

22.7 % $%142.7

17.0 %

Gross profit increased $142.7 million or 17.0% in fiscal 2024 compared to fiscal 2023. Gross profit, as a percentage of net sales increased 470 basis points infiscal 2024 compared to fiscal 2023. The increase in the gross profit margin in fiscal 2024 compared to the prior year reflects the impact of IRA benefits infiscal year 2024 and a strong performance in our price/mix, which offset year on year cost increases.

Operating Items
Fiscal 2024
In
Millions

Operating expenses
Restructuring, exit and other charges
Impairment of indefinite-lived intangibles$

Fiscal 2023
As %Net Sales

In
Millions

Increase (Decrease)As %Net Sales

In
Millions%

589.6

16.5 % $544.9

14.7 % $

44.7

8.2 %

28.1
13.6

0.8
0.4

16.4
0.5

0.4
0.1

11.7
13.1

71.0
NM

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Table of Contents

Operating Expenses
Operating expenses increased $44.7 million or 8.2% in fiscal 2024 from fiscal 2023 and increased as a percentage of net sales by 180 basis points. Selling
expenses, our main component of operating expenses, increased $5.8 million or 2.6% in fiscal 2024 compared to fiscal 2023.
Restructuring, exit and other charges
Exit Charges
Fiscal 2024 Programs
Renewables
On November 8, 2023, the Company's Board of Directors approved a plan to stop production and operations of residential renewable energy products, which
include our OutBack and Mojave brands. Management determined that residential renewable energy products no longer fit with the Company’s core strategy
and resources will be better allocated toward commercial energy solutions for enterprise customers. The Company currently estimates that the total charges forthese actions will amount to approximately $23.5 million. Non-cash charges for inventory and fixed assets write offs, and impairment of an indefinite-lived
intangible asset are estimated to be $23.6 million, and cash charges for employee severance and retention payments are estimated to be $0.9 million. The plan issubstantially complete as the end of fiscal 2024.
During fiscal 2024, the Company recorded non-cash charges totaling $7.6 million primarily related to indefinite-lived intangible asset write-off and cash
charges of $0.7 million related to severance costs. The Company also recorded a non-cash write off relating to inventories of $17.1 million, which was reported
in cost of goods sold.
SpokaneOn November 8, 2023, the Company committed to a plan to close its facility in Spokane, Washington, which primarily manufactures enclosure systems fortelecommunications and related end markets. Management determined that existing manufacturing locations have the capacity to satisfy demand for theseproducts and will execute more efficient distribution to customers. The Company currently estimates that the total charges for these actions will amount toapproximately $3.6 million relating to $1.4 million in cash charges for employee severance, and non-cash charges of $2.2 million relating to fixed assets,
facility lease, and inventory. The plan is substantially complete as the end of fiscal 2024.
During fiscal 2024, the Company recorded cash charges of $1.3 million primarily related to severance costs and non-cash charges totaling $2.1 million related
to lease right of use asset and fixed asset write offs.
Fiscal 2023 Programs
SylmarIn November 2022, the Company committed to a plan to close its facility in Sylmar, California, which manufactures specialty lithium batteries for aerospaceand medical applications. Management determined to close the site upon the expiration of its lease on the property and to redirect production throughconsolidation into existing locations. The Company currently estimates total charges in the exit to amount to $12.7 million. Cash charges are estimated to total$8.8 million primarily relating to severance and other costs to leave the site. Non-cash charges are estimated to be $3.9 million relating to fixed assets,inventory, and contract assets. The plan is substantially complete as the end of fiscal 2024.
During fiscal 2024, the Company recorded cash charges of $7.1 million primarily related to severance costs, relocation expenses, and manufacturing variancesand non-cash charges totaling $0.4 million. The Company also recorded a non-cash write off relating to inventories of $3.1 million, which was reported in costof goods sold.
During fiscal 2023, the Company recorded $1.7 million primarily related to severance costs and non-cash charges totaling $0.4 million primarily relating tocontract assets.

42

Table of Contents

Ooltewah
In June, 2022, the Company committed to a plan to close its facility in Ooltewah, Tennessee, which produced flooded motive power batteries for electric
forklifts. Management determined that future demand for traditional motive power flooded cells will decrease as customers transition to maintenance freeproduct solutions in lithium and TPPL. The Company currently estimates that the total charges for these actions will amount to approximately $18.5 million.
Cash charges for employee severance related payments, cleanup related to the facility, contractual releases and legal expenses are estimated to be $9.2 million
and non-cash charges from inventory and fixed asset write-offs are estimated to be $9.3 million. These actions will result in the reduction of approximately 165
employees. The plan is substantially complete as the end of fiscal 2024.
During fiscal 2024, the Company recorded cash charges relating to site cleanup and decommissioning equipment of $4.4 million.
During fiscal 2023, the Company recorded cash charges relating primarily to severance and manufacturing variances of $2.8 million and non-cash charges of$7.3 million relating to fixed asset write-offs. The Company also recorded a non-cash write-off relating to inventories of $1.6 million, which was reported incost of goods sold.
Fiscal 2022 Programs
RussiaIn February 2022, as a result of the Russia-Ukraine conflict, economic sanctions were imposed on Russian individuals and entities, including financial
institutions, by countries around the world, including the U.S. and the European Union. On March 3, 2022, the Company announced that it was indefinitely
suspending its operations in Russia in order to comply with the sanctions. As a result of this decision, the Company wrote off net assets of $4.0 million relating
to its Russian subsidiary. The Company also incurred cash charges of $1.3 million relating to severance and exiting lease obligations. During fiscal 2023, theCompany sold inventory previously written off resulting in the reversal of $0.9 million in cost of goods sold and reversal of $0.7 million of cash charges
primarily relating to lease obligations.
Fiscal 2021 Programs
Hagen, Germany
In fiscal 2021, we committed to a plan to close substantially all of our facility in Hagen, Germany, which produces flooded motive power batteries for forklifts.
Management determined that future demand for the motive power batteries produced at this facility was not sufficient, given the conversion from flooded tomaintenance free batteries by customers, the existing number of competitors in the market, as well as the near term decline in demand and increased uncertainty
from the pandemic. We plan to retain the facility with limited sales, service and administrative functions along with related personnel for the foreseeable future.
We currently estimate that the total charges for these actions will amount to approximately $60.0 million, the majority of which were recorded by the end of
calendar 2021. Cash charges of approximately $40.0 million are primarily for employee severance related payments, but also include payments for cleanup
related to the facility, contractual releases and legal expenses. Non-cash charges from inventory and equipment write-offs are estimated to be $20.0 million.
These actions resulted in the reduction of approximately 200 employees.
During fiscal 2024, the Company recorded cash charges of $2.1 million relating primarily to site cleanup and $0.5 million of non-cash charges relating toaccelerated depreciation of fixed assets.
During fiscal 2023, the Company recorded cash charges of $2.2 million relating primarily to site cleanup and $0.6 million of non-cash charges relating toaccelerated depreciation of fixed assets.
During fiscal 2022, the Company recorded cash charges, primarily relating to severance of $8.1 million and non-cash charges of $3.5 million primarily relating
to fixed asset write-offs. The Company also recorded a non-cash write off relating to inventories of $1.0 million, which was reported in cost of goods sold.
During fiscal 2021, the Company recorded charges relating to severance of $23.3 million and $7.9 million primarily relating to fixed asset write-offs.

43

Table of Contents

Impairment of indefinite-lived intangibles
During fiscal 2024 and 2023, the Company recorded non-cash charges of $13.6 million and $0.5 million, respectively, related to impairment of indefinite-lived
trademarks. Management completed its evaluation of key inputs used to estimate the fair value of its indefinite-lived trademarks and determined that an
impairment charge was appropriate.
Operating Earnings
Operating earnings by segment were as follows:
Fiscal 2024
In
Millions

Energy Systems$
Motive PowerSpecialty
Corporate and other (2)Subtotal
Inventory adjustment relating to exit activities Energy Systems
Inventory adjustment relating to exit activities Motive PowerInventory adjustment relating to exit activities Specialty
Restructuring and other exit charges - Energy
Systems
Restructuring and other exit charges - Motive Power
Restructuring and other exit charges - Specialty
Total Amortization - Energy Systems
Total Amortization - Motive Power
Total Amortization - Specialty
Impairment of indefinite-lived intangibles - Energy
Systems
Impairment of indefinite-lived intangibles Specialty
Legal proceedings charge, net - Energy Systems
Other - Energy Systems
Other - Motive Power
Other - Specialty
Total operating earnings$

Fiscal 2023

As %Net Sales(1)InMillions

Increase (Decrease)As %Net Sales(1)

87.0
214.6
31.4
117.2
450.2

5.5 % $
14.7
5.9
3.3
12.6

90.4
179.9
40.5
17.3
328.1

(17.1)

(1.1)

0.2

—

—

(3.1)

5.2 % $
12.4
7.8
0.5
8.8

In
Millions

%

(3.4)
34.7
(9.1)
99.9
122.1

(3.8)%
19.3(22.5)
NM
37.2—(17.3)

NM

(0.8)

(0.1)

0.8

NM

(0.6)

—

—

(3.1)

NM

(8.9)
(11.6)(7.6)(24.5)
(0.7)
(2.8)

(0.6)
(0.8)
(1.4)
(1.5)
—
(0.5)

(1.5)
(12.8)(2.1)(27.4)
(0.5)
(2.8)

(0.1)
(0.9)
(0.4)
(1.6)
—
(0.6)

(7.4)
1.2
(5.5)
2.9
(0.2)
—

NM
(9.1)
NM
(10.5)
54.9(3.9)(13.6)

(0.9)

(0.1)

—

(13.5)

NM

—
(3.7)
(3.7)
(1.1)
(0.3)
351.5

—
(0.2)
(0.2)
(0.1)
(0.1)
9.8 % $

(0.4)
—
(0.8)
(0.6)
(0.2)
278.3

(0.1)
—
—
—
—
7.5 % $

0.4
(3.7)
(2.9)
(0.5)
(0.1)
73.2

NM
NM
NM
NM
NM
26.3 %NM = not meaningful(1) The percentages shown for the segments are computed as a percentage of the applicable segment’s net sales.
(2) Corporate and other includes amounts managed on a company-wide basis and not directly allocated to any reportable segments, primarily relating to
IRA production tax credits. Also, included are start-up costs for exploration of a new lithium plant as well as start-up operating expenses from the New
Ventures operating segment.
Operating earnings increased $73.2 million or 26.3% in fiscal 2024, compared to fiscal 2023. Operating earnings, as a percentage of net sales, increased 230
basis points in fiscal 2024, compared to fiscal 2023.
The Energy Systems operating earnings percentage of net sales increased 30 basis points in fiscal 2024 compared to fiscal 2023. The increase in operating
earnings is as a result of continued price/mix gains that offset higher inflationary costs and lower volumes, as well as a targeted reduction in operating expenses.

44

Table of Contents

The Motive Power operating earnings as a percentage of net sales increased 230 basis points in fiscal 2024 compared to fiscal 2023. This increase was driven bysignificant pricing/mix gains partially offset by slightly lower volumes and higher operating expenses.
Specialty operating earnings percentage of net sales decreased 190 basis points in fiscal 2024 compared to fiscal 2023. This decrease was primarily a result ofhigher manufacturing and operating costs, partially offset by improved pricing/mix
that produced an adverse impact on operating earnings.
Interest Expense
Fiscal 2024
In
Millions

Interest expense$

Fiscal 2023
As %Net Sales

49.9

InMillions

1.4 % $

Increase (Decrease)As %Net Sales

59.5

In
Millions

1.6 % $%

(9.6)

(16.1)%

Interest expense of $49.9 million in fiscal 2024 (net of interest income of $3.2 million) was $9.6 million lower than the $59.5 million in fiscal 2023 (net ofinterest income of $1.7 million).
Our average debt outstanding was $977.7 million in fiscal 2024, compared to our average debt outstanding of $1,303.4 million in fiscal 2023. Our average cash
interest rate incurred in fiscal 2024 and fiscal 2023 was 4.9% and 4.6%, respectively. The decrease in interest expense in fiscal 2024 compared to fiscal 2023 islower borrowing levels and impact from interest rate swaps partially offset by higher interest rates.
In fiscal 2024, the Company capitalized $4.1 million in debt issuance costs in connection with the 2032 Senior Notes and wrote off $0.8 million in issuancecosts relating to our Second and Third Amended Term Loans. In fiscal 2023, the Company capitalized $1.2 million in debt issuance costs in connection with theThird and Fourth amended Credit Facilities. Included in interest expense were non-cash charges related to amortization of deferred financing fees of $1.7
million and $2.0 million in fiscal 2024 and fiscal 2023, respectively.
Other (Income) Expense, Net
Fiscal 2024
In
Millions

Other (income) expense, net$

Fiscal 2023
As %Net Sales

9.4

In
Millions

0.3 % $

Increase (Decrease)As %Net Sales

8.2

In
Millions

0.2 % $%

1.2

15.1 %NM = not meaningful
Other (income) expense, net was expense of $9.4 million in fiscal 2024 compared to expense of $8.2 million in fiscal 2023. Foreign currency impact resulted ina gain of $6.1 million in fiscal 2024 compared to a foreign currency loss of $0.7 million in fiscal 2023. Cost of funds associated with our asset securitization
totaled $8.8 million fiscal 2024 compared to $2.3 million in fiscal 2023. Included in the fiscal 2023 foreign currency impact is a loss of $4.5 million relating to
the remeasurement of monetary assets from the exit of our Russia operations. Additionally, we incurred $1.4 million in costs to terminate our net investment
hedges and $0.6 million in transaction fees relating to the asset securitization agreement.
Earnings Before Income Taxes
Fiscal 2024
In
Millions

Earnings before income taxes

$

292.2

Fiscal 2023
As %Net Sales

In
Millions

8.2 % $

210.6

Increase (Decrease)As %Net Sales

5.7 % $

In
Millions%

81.6

38.7 %As a result of the factors discussed above, fiscal 2024 earnings before income taxes were $292.2 million, an increase of $81.6 million or 38.7% compared tofiscal 2023.

45

Table of Contents

Income Tax Expense
Fiscal 2024
In
Millions

Income tax expense
Effective tax rate

$

23.1

Fiscal 2023
As %Net Sales

In
Millions

0.6 % $

7.9 %

34.8

Increase (Decrease)As %Net Sales

In
Millions

0.9 % $

16.5 %(11.7)%(33.7)%(8.6)%

Our effective income tax rate with respect to any period may be volatile based on the mix of income in the tax jurisdictions in which we operate and the amountof our consolidated income before taxes.
The Company’s income tax provision consists of federal, state and foreign income taxes. The effective income tax rate was 7.9% in fiscal 2024 compared to thefiscal 2023 effective income tax rate of 16.5%. The rate decrease in fiscal 2024 compared to fiscal 2023 is primarily due to the impact of the IRA and changes
in the mix of earnings among tax jurisdictions.
The fiscal 2024 foreign effective income tax rate was 13.8% on foreign pre-tax income of $193.0 million compared to an effective income tax rate of 16.8% on
foreign pre-tax income of $171.9 million in fiscal 2023. For both fiscal 2024 and fiscal 2023, the difference in the foreign effective tax rate versus the U.S.
statutory rate of 21% is primarily attributable to lower tax rates in the foreign countries in which we operate. The rate decrease in fiscal 2024 compared to fiscal
2023 is primarily due to additional income taxes recorded on undistributed earnings in fiscal 2023 and changes in mix of earnings among tax jurisdictions.
Liquidity and Capital Resources
Cash Flow and Financing Activities
Cash and cash equivalents at March 31, 2024, 2023 and 2022, were 333.3 million, $346.7 million and $402.5 million, respectively.
Cash provided by operating activities for fiscal 2024 was $457.0 million. Cash provided by operating activities for 2023 was $279.9 million and cash used byoperating activities in 2022 was $65.6 million.
During fiscal 2024, accounts receivable decreased or provided cash of $108.6 million due to lower sales and strong collection efforts. Inventory decreased orprovided cash of $75.6 million due to lower sales. Accounts payable decreased or used cash of $15.1 million. Net earnings were $269.1 million, depreciation
and amortization $92.0 million, stock-based compensation $30.6 million, non-cash charges relating to exit charges of $24.2 million, primarily relating to theRenewables, Spokane, and Sylmar plant closures, non-cash interest of $2.5 million, and non-cash charges for impairment of indefinite-lived intangibles of $13.6
million. Prepaid and other current assets increased by $112.7 million, primarily from an increase of $93.8 million of prepaid taxes, $6.6 million of contract
assets, as well as an increase of $12.3 million in other prepaid expenses, such as insurance and other advances. Accrued expenses used funds of $8.3 million
primarily from decreases of $15.3 for payment of taxes and $10.4 million of contract liabilities partially offset by increases to payroll related accruals of $4.0
million, warranty of $4.5 million, and $8.9 million relating to miscellaneous accruals.
During fiscal 2023, accounts receivable decreased or provided cash of $67.6 million due to sale of $150.0 million accounts receivable under the RPA enteredinto December 21, 2022. Inventory increased or used cash of $96.4 million. All components of inventory increased due to strategic investment, supply chain
delays, new products and higher inventory costs from higher raw material costs, manufacturing, and to address the high backlog of customer orders. Accounts
payable decreased or used cash of $4.2 million due to timing of payments for strategic inventory. Net earnings were $175.8 million, depreciation andamortization $91.2 million, stock-based compensation, $26.4 million, non-cash charges relating to exit charges of $8.9 million, primarily relating to the
Ooltewah and Sylmar plant closures, exiting our operations in Russia following the conflict in Ukraine, non-cash interest of $2.0 million, and non-cash charges
for impairment of indefinite-lived intangibles of $0.5 million. Prepaid and other current assets provided funds of $23.7 million, primarily from an increase of$10.8 million of contract assets, as well as an increase of $12.9 million in other prepaid expenses, such as taxes, insurance and other advances. Accrued
expenses provided funds of $5.7 million primarily from increases to contract liabilities of $6.3 million, freight of $2.4 million, warranties of $2.2 million, andother miscellaneous accruals of $5.2 million partially offset by decreases to tax related liabilities of $7.8 million, including the decrease in income taxes payableof $17.3 million related to the IRA production credits, and interest payments net of accruals of $3.2 million.

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During fiscal 2022, accounts receivable increased or used cash of $129.0 million due to higher revenue during fiscal 2022, as compared to a COVID-19
restricted revenue in fiscal 2021. Inventory increased or used cash of $212.8 million due to supply chain delays, new products and higher inventory costs fromhigher raw material costs, manufacturing and freight costs, strategic inventory builds to buffer against potential supply chain exposures and to address the highbacklog of customer orders. Accounts payable increased or provided cash of $65.3 million. Net earnings were $143.9 million, depreciation and amortization$95.9 million, stock-based compensation $24.3 million, non-cash charges relating to exit charges of $6.5 million, primarily relating to the Hagen, Germany
plant closure and exiting our operations in Russia following the conflict in Ukraine, loss on valuation of the assets held for sale in India of $3.0 million,
allowance for doubtful debts of $2.6 million, non-cash interest of $2.1 million and non-cash charges for impairment of indefinite-lived intangibles of $1.2
million. Prepaid and other current assets were a use of funds of $32.0 million, primarily from an increase of $13.6 million of contract assets, as well as anincrease of $12.3 million in other prepaid expenses, such as taxes, insurance and other advances. Accrued expenses were a use of funds of $38.6 million
primarily from Hagen severance payments of $19.6 million, income tax payments of $17.3 million net of tax provisions, payroll related payments of $10.1
million, partially offset by customer advances of $8.9 million.
Cash used in investing activities for fiscal 2024, 2023 and 2022 was $92.5 million, $44.8 million and $69.2 million, respectively.
During fiscal 2024 we had $8.3 million related to the acquisition of Industrial Battery and Charger Services Limited (IBCS). In fiscal 2023 and 2022, we did not
make any acquisitions.
Capital expenditures were $86.4 million, $88.8 million and $74.0 million in fiscal 2024, 2023 and 2022, respectively.
In fiscal 2024, we received $2.2 in proceeds from the disposal of property, plant, and equipment. In fiscal 2023, we received proceeds from termination of a net
investment hedge of $43.4 million, and we received $3.3 million from the sale of two of our facilities in Europe during fiscal 2022.
Financing activities used cash of $370.6 million in fiscal 2024. During fiscal 2024, the Company issued $300 million in Senior Notes, due January 15 2032. The
proceeds from Senior Notes were used to pay down our second and third amended term loans in the amount of $293.9. Additionally, we borrowed $182.5
million under the Second Amended Revolver and repaid $427.5 million of the Second Amended Revolver. Net repayments on short-term debt were $0.2
million. Payment of cash dividends to our stockholders were $34.5 million, treasury stock open market purchases were $95.7 million, and payment of taxes
related to net share settlement of equity awards were $9.2 million. Proceeds from stock options were $10.8 million, and payments for financing costs for debt
modification were $4.1 million.
Financing activities used cash of $270.5 million in fiscal 2023. During fiscal 2023, we entered into the Third Amended Credit Facility providing additionalborrowing through the Third Amended Term Loan. The proceeds of $300.0 million from the new Third Amended Term Loan were used to repay our 2023
Senior notes for the same amount. Additionally, we borrowed $310.5 million under the Second Amended Revolver and repaid $500.5 million of the Second
Amended Revolver and $5.2 million of the Second Amended Term loan. Net repayments on short-term debt were $21.7 million. Payment of cash dividends toour stockholders were $28.5 million, treasury stock open market purchases were $22.9 million, and payment of taxes related to net share settlement of equity
awards were $6.4 million. Proceeds from stock options were $4.4 million, and payments for financing costs for debt modification were $1.1 million.
During the second quarter of fiscal 2022, we entered into the Second Amended Credit Facility. As a result, financing activities provided cash of $98.4 million in
fiscal 2022. During fiscal 2022, we borrowed $523.4 million under the Second Amended Revolver and repaid $88.4 million of the Second Amended Revolver.
Repayment on the Second Amended Term Loan was $161.4 million and net borrowings on short-term debt were $20.6 million. Treasury stock open market
purchases were $156.4 million, payment of cash dividends to our stockholders were $29.4 million and payment of taxes related to net share settlement of equity
awards were $9.1 million. Debt issuance costs relating to the refinancing of the Second Amended Credit Facility was $3.0 million. Proceeds from stock options
were $1.3 million.
Currency translation had a negative impact of $7.3 million on our cash balance in the twelve months of fiscal 2024 compared to the negative impact of $20.5
million in the twelve months of fiscal 2023. In the twelve months of fiscal 2024, principal currencies in which we do business such as the Swiss Franc, Polishzloty, and British pound generally strengthened and Euro weakened versus the U.S. dollar.
As a result of the above, total cash and cash equivalents decreased by $13.3 million from $346.7 million at March 31, 2023 to $333.3 million at March 31, 2024.
In addition to cash flows from operating activities, we had available committed and uncommitted credit lines of approximately $938.3 million at March 31,
2024 to cover short-term liquidity requirements. Our Fourth Amended Credit Facility is committed

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through September 30, 2026, as long as we continue to comply with the covenants and conditions of the credit facility agreement.
Compliance with Debt Covenants
All obligations under our Fourth Amended Credit Facility are secured by, among other things, substantially all of our U.S. assets. The Fourth Amended Credit
Facility contains various covenants which, absent prepayment in full of the indebtedness and other obligations, or the receipt of waivers, limit our ability to
conduct certain specified business transactions, buy or sell assets out of the ordinary course of business, engage in sale and leaseback transactions, pay
dividends and take certain other actions. There are no prepayment penalties on loans under this credit facility.
We are in compliance with all covenants and conditions under our Fourth Amended Credit Facility and Senior Notes. We believe that we will continue tocomply with these covenants and conditions, and that we have the financial resources and the capital available to fund the foreseeable organic growth in ourbusiness and to remain active in pursuing further acquisition opportunities. See Note 10 to the Consolidated Financial Statements included in this Annual Reporton Form 10-K.
Off-Balance Sheet Arrangements
The Company did not have any off-balance sheet arrangements during any of the periods covered by this report.
Contractual Obligations and Commercial Commitments
At March 31, 2024, we had certain cash obligations, which are due as follows:
Less than
1 yearTotal

Debt obligations
Short-term debt
Interest on debt (1)Operating leases
Tax Act - Transition Tax
Pension benefit payments and profit sharing
Purchase commitments
Total

$

$

810.0
30.4
206.7
94.0
29.8
42.7
20.7
1,234.3

$

$

—
30.4
44.2
22.9
10.5
3.3
20.7
132.0

2 to 3years(in millions)

$

$

14.6
—
67.2
36.9
19.3
6.7
—
144.7

4 to 5
years

$

$

After
5 years

495.4
—
39.8
21.0
—
8.8
—
565.0

$

$

300.0
—
55.5
13.2
—
23.9
—
392.6

(1) Interest payments for variable rate debt was calculated using the current applicable rate.
Due to the uncertainty of future cash outflows, uncertain tax positions have been excluded from the above table.
Under our Fourth Amended Credit Facility and other credit arrangements, we had outstanding standby letters of credit of $3.9 million as of March 31, 2024.
Credit Facilities and Leverage
During the second quarter of fiscal 2023, the Company entered into a third amendment to the 2017 Credit Facility (as amended, the “Third Amended Credit
Facility”). The Third Amended Credit Facility provided new incremental delayed-draw senior secured term loan up to $300 million (the “Third Amended Term
Loan”), which was available to draw until March 15, 2023. During the fourth quarter, the Company drew $300 million in the form of the Third Amended Term
Loan. The funds will mature on September 30, 2026, the same as the Company's Second Amended Term loan and Second Amended Revolver. In connection
with the agreement, the Company incurred $1.2 million in third party administrative and legal fees recognized in interest expense and capitalized $1.1 million in
charges from existing lenders as a deferred asset. Additionally, the Company derecognized the capitalized deferred asset and recognized the $1.1 million as adeferred financing costs.
During the fourth quarter of fiscal 2023, the Company entered into a fourth amendment to the 2017 Credit Facility (as amended, the “Fourth Amended Credit
Facility”). The Fourth Amended Credit Facility replaces the London Interbank Offered Rate48

Table of Contents(“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) in the calculation of interest for both the Second Amended Revolver and the Second
Amended Term Loan.
On January 11, 2024, we issued $300 million in aggregate principal amount of our 6.625% Senior Notes due 2032 (the “2032 Notes”). Proceeds from thisoffering, net of debt issuance costs were $297.0 million and were utilized to pay down the Fourth Amended Credit Facility. We used the remaining net proceeds
for general corporate purposes, including prepayments of outstanding balances of our Fourth Amended Credit Facility.
During the second quarter of fiscal 2022, we entered into a second amendment to the Amended Credit Facility (as amended, the “Second Amended Credit
Facility”). As a result, the Second Amended Credit Facility, now scheduled to mature on September 30, 2026, consists of a $130.0 million senior secured termloan (the “Second Amended Term Loan”), a CAD 106.4 million ($84.2 million) term loan and an $850.0 million senior secured revolving credit facility (the“Second Amended Revolver”). This amendment resulted in a decrease of the Amended Term Loan by $150.0 million and an increase of the Amended Revolver
by $150.0 million.
Shown below are the leverage ratios at March 31, 2024 and 2023, in connection with the Fourth Amended Credit Facility.
The total net debt, as defined under the Fourth Amended Credit Facility is $511.1 million for fiscal 2024 and is 1.0 times adjusted EBITDA (non-GAAP),
compared to total net debt of $736.0 million and 1.8 times adjusted EBITDA (non-GAAP) for fiscal 2023.
The following table provides a reconciliation of net earnings to EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP) for March 31, 2024 and 2023, inconnection with the Second Amended Credit Facility:
Fiscal 2024

Fiscal 2023

(in millions, except ratios)

Net earnings as reported
Add back:
Depreciation and amortization
Interest expense
Income tax expense
EBITDA (non GAAP)(1)
Adjustments per credit agreement definitions(2)Adjusted EBITDA (non-GAAP) per credit agreement(1)

$

$

92.0
49.9
23.1
434.1
85.8
519.9

$

511.1

$

(3)

Total net debt
Leverage ratios(4):Total net debt/adjusted EBITDA ratio
Maximum ratio permitted
Consolidated interest coverage ratio(5)Minimum ratio required

269.1

1.0 X
4.00 X
11.0 X
3.0 X

$

175.8

$

91.2
59.5
34.8
361.3
51.7
413.0

$

736.0

$

1.8 X
4.25 X
7.3 X
3.0 X(1) We have included EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP) because our lenders use them as key measures of our performance.
EBITDA is defined as earnings before interest expense, income tax expense, depreciation and amortization. EBITDA is not a measure of financial
performance under GAAP and should not be considered an alternative to net earnings or any other measure of performance under GAAP or to cash
flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Our calculation of EBITDA may bedifferent from the calculations used by other companies, and therefore comparability may be limited. Certain financial covenants in our Fourth
Amended Credit Facility are based on EBITDA, subject to adjustments, which are shown above. Continued availability of credit under our Fourth
Amended Credit Facility is critical to our ability to meet our business plans. We believe that an understanding of the key terms of our credit agreement
is important to an investor’s understanding of our financial condition and liquidity risks. Failure to comply with our financial covenants, unless waived
by our lenders, would mean we could not borrow any further amounts under our revolving credit facility and would give our lenders the right to demand
immediate repayment of all outstanding revolving credit and term loans. We would be unable to continue our operations at current levels if we lost theliquidity provided under our credit

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agreements. Depreciation and amortization in this table excludes the amortization of deferred financing fees, which is included in interest expense.
(2) The $85.8 million adjustment to EBITDA in fiscal 2024 primarily related to $30.6 million of non-cash stock compensation, $40.7 million of
restructuring and other exit charges, impairment of indefinite-lived intangibles and write-down of other current assets of $13.6 million. The $51.7
million adjustment to EBITDA in fiscal 2023 primarily related to $26.4 million of non-cash stock compensation, $22.4 million of restructuring andother exit charges, indefinite-lived intangibles of $0.5 million, and $1.4 million for swap termination fees.
(3) Debt includes finance lease obligations and letters of credit and is net of all U.S. cash and cash equivalents and foreign cash and investments, as definedin the Fourth Amended Credit Facility. In fiscal 2024, the amounts deducted in the calculation of net debt were U.S. cash and cash equivalents andforeign cash investments of $333.3 million, and in fiscal 2023, were $346.7 million.
(4) These ratios are included to show compliance with the leverage ratios set forth in our credit facilities. We show both our current ratios and the maximum
ratio permitted or minimum ratio required under our Fourth Amended Credit Facility, for fiscal 2024 and fiscal 2023, respectively.
(5) As defined in the Second Amended Credit Facility, interest expense used in the consolidated interest coverage ratio excludes non-cash interest of $2.5
million and $3.1 million for fiscal 2024 and fiscal 2023, respectively.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
See Note 1 to the Consolidated Financial Statements - Summary of Significant Accounting Policies for a description of certain recently issued accounting
standards that were adopted or are pending adoption that could have a significant impact on our Consolidated Financial Statements or the Notes to theConsolidated Financial Statements.
Related Party Transactions
None.
ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risks
Our cash flows and earnings are subject to fluctuations resulting from changes in raw material costs, foreign currency exchange rates and interest rates. We
manage our exposure to these market risks through internally established policies and procedures and, when deemed appropriate, through the use of derivative
financial instruments. Our policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there
are no underlying exposures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. We monitor our
underlying market risk exposures on an ongoing basis and believe that we can modify or adapt our hedging strategies as needed.
Counterparty Risks
We have entered into lead forward purchase contracts, foreign exchange forward and purchased option contracts and cross currency fixed interest rate swaps tomanage the risk associated with our exposures to fluctuations resulting from changes in raw material costs, foreign currency exchange rates and interest rates.
The Company’s agreements are with creditworthy financial institutions. Those contracts that result in a liability position at March 31, 2024 are $20.9
million (pre-tax). Those contracts that result in an asset position at March 31, 2024 are $3.6 million (pre-tax). The impact on the Company due tononperformance by the counterparties has been evaluated and not deemed material.
We hedge our net investments in foreign operations against future volatility in the exchange rates between the U.S. dollar and Euro. On September 29, 2022, we
terminated our cross-currency fixed interest rate swap contracts with an aggregate notional amount of $300 million and executed cross-currency fixed interest
rate swap contracts with an aggregate notional amount of $150 million, maturing on December 15, 2027. Depending on the movement in the exchange rates
between the U.S. dollar and Euro at maturity, the Company may owe the counterparties an amount that is different from the notional amount of $150 million.
Excluding the cross currency fixed interest rate swap agreements, the vast majority of these contracts will settle within one year.

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Interest Rate Risks
We are exposed to changes in variable U.S. interest rates on borrowings under our credit agreements, as well as short term borrowings in the U.S. and ourforeign subsidiaries. On a selective basis, from time to time, we enter into interest rate swap agreements to reduce the negative impact that increases in interest
rates could have on our outstanding variable rate debt. Management considers the interest rate swaps to be highly effective against changes in the cash flows
from our underlying variable rate debt based on the criteria in the FASB guidance. Cash flows related to the interest rate swap agreements are included ininterest expense over the terms of the agreements. At March 31, 2024 such agreements effectively convert $200 million of our variable-rate debt to a fixed-ratebasis, utilizing the one-month Term SOFR as a floating rate reference. Fluctuations in SOFR and fixed rates affect both our net financial investment position
and the amount of cash to be paid or received by us under these agreements.
A 100 basis point increase in interest rates would have increased annual interest expense by approximately $0.4 million on the variable rate portions of our debt.
Commodity Cost Risks—Lead Contracts
We have a significant risk in our exposure to certain raw materials. Our largest single raw material cost is for lead, for which the cost remains volatile. In orderto hedge against increases in our lead cost, we have entered into forward contracts with financial institutions to fix the price of lead. A vast majority of suchcontracts are for a period not extending beyond one year. We had the following contracts outstanding at the dates shown below:
Date$’s Under Contract# Pounds Purchased(in millions)(in millions)

$50.0
47.9
56.8

53.0
50.0
54.0

March 31, 2024
March 31, 2023
March 31, 2022

Average
Cost/Pound

Approximate % of
Lead Requirements (1)

$0.94
0.96
1.05

8%
8
8

(1) Based on the fiscal year lead requirements for the periods then ended.
We estimate that a 10% increase in our cost of lead would have increased our cost of goods sold by approximately $72 million for the fiscal year ended
March 31, 2024.
Foreign Currency Exchange Rate Risks
We manufacture and assemble our products globally in the Americas, EMEA and Asia. Approximately 40% of our sales and related expenses are transacted inforeign currencies. Our sales revenue, production costs, profit margins and competitive position are affected by the strength of the currencies in countries where
we manufacture or purchase goods relative to the strength of the currencies in countries where our products are sold. Additionally, as we report our financial
statements in U.S. dollars, our financial results are affected by the strength of the currencies in countries where we have operations relative to the strength of the
U.S. dollar. The principal foreign currencies in which we conduct business are the Euro, Swiss franc, British pound, Polish zloty, Chinese renminbi, Canadiandollar, Brazilian Real and Mexican peso.
We quantify and monitor our global foreign currency exposures. Our largest foreign currency exposure is from the purchase and conversion of U.S. dollar based
lead costs into local currencies in Europe. Additionally, we have currency exposures from intercompany financing and intercompany and third party tradetransactions. On a selective basis, we enter into foreign currency forward contracts and purchase option contracts to reduce the impact from the volatility ofcurrency movements; however, we cannot be certain that foreign currency fluctuations will not impact our operations in the future.
We hedge approximately 10% - 15% of the nominal amount of our known foreign exchange transactional exposures. We primarily enter into foreign currency
exchange contracts to reduce the earnings and cash flow impact of the variation of non-functional currency denominated receivables and payables. The vast
majority of such contracts are for a period not extending beyond one year.
Gains and losses resulting from hedging instruments offset the foreign exchange gains or losses on the underlying assets and liabilities being hedged. The
maturities of the forward exchange contracts generally coincide with the settlement dates of the related transactions. Realized and unrealized gains and losses onthese contracts are recognized in the same period as gains and51

Table of Contents

losses on the hedged items. We also selectively hedge anticipated transactions that are subject to foreign exchange exposure, primarily with foreign currency
exchange contracts, which are designated as cash flow hedges in accordance with Topic 815 - Derivatives and Hedging. During the third quarter of fiscal 2022,
we also entered into cross currency fixed interest rate swap agreements, to hedge our net investments in foreign operations against future volatility in theexchange rates between U.S. Dollars and Euros.
At March 31, 2024 and 2023, we estimate that an unfavorable 10% movement in the exchange rates would have adversely changed our hedge valuations byapproximately $29.5 million and $32.7 million, respectively.

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ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Contents

EnerSys
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (on Consolidated Financial Statements) (PCAOB ID: 42)
Report of Independent Registered Public Accounting Firm (on Internal Control Over Financial Reporting)
Audited Consolidated Financial Statements
Consolidated Balance Sheets as of March 31, 2024 and 2023
Consolidated Statements of Income for the Fiscal Years Ended March 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended March 31, 2024, 2023 and 2022
Consolidated Statements of Changes in Equity for the Fiscal Years Ended March 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
2. Revenue Recognition
3. Leases
4. Accounts Receivable
5. Inventories
6. Property, Plant, and Equipment
7. Goodwill and Other Intangible Assets
8. Prepaid and Other Current Assets
9. Accrued Expenses
10. Debt
11. Other Liabilities
12. Fair Value Measurements
13. Derivative Financial Instruments
14. Income Taxes
15. Retirement Plans
16. Stockholders’ Equity
17. Stock-Based Compensation
18. Earnings Per Share
19. Commitments, Contingencies and Litigation
20. Restructuring, Exit and Other Charges
21. Warranty
22. Other (Income) Expense, Net
23. Business Segments
24. Subsequent Events

53

54
57
58
59
60
61
62
63
63
70
71
73
74
74
75
75
76
76
79
80
82
86
89
94
96
100
100
101
104
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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of EnerSys
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of EnerSys (the Company) as of March 31, 2024 and 2023, the related consolidated statements
of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended March 31, 2024, and the related notes(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company at March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period
ended March 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal
control over financial reporting as of March 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 22, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company inaccordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures toassess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Suchprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We
believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required
to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved ourespecially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.

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Table of Contents

Description of the
Matter

How We Addressed
the Matter in Our
Audit

Accounting for Certain Tax Credits Under the Inflation Reduction Act
As described in Note 1 to the consolidated financial statements, management accounts for government assistance thatis not subject to income tax accounting using a grant accounting model, by analogy to international accounting
standards for government grants and disclosure of government assistance. Management recognizes such grants when
there is reasonable assurance that the Company will comply with the grant’s conditions and that the grant will bereceived. The Company recognizes the benefit as a reduction in cost of sales and income taxes payable as revenue andcosts are recognized on the qualifying finished goods. As described in Note 1 to the consolidated financial statements,
in August 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted. In particular the IRA creates a refundable
tax credit, pursuant to Section 45X of the Internal Revenue Code (“IRC”), for battery cells and battery modules
manufactured or assembled in the United States and sold to third parties. The Company recognized a benefit to cost of
sales of $136.4 million for the year ended March 31, 2024 related to the tax credit under Section 45X of the IRC.
Auditing management’s tax credits under the IRA was complex and involved a high degree of auditor judgment andsubjectivity in evaluating the Company’s methodology for the determination of qualifying products and thequantification of the benefit earned pursuant to Section 45X of the IRC. In determining the appropriateness of theapplication of the relevant regulations to the qualifying products included in management’s calculation, the audit effort
involved the use of professionals with specialized skill and knowledge.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over theCompany’s tax credits under the IRA. For example, we tested controls over management’s review of the applicableaccounting model related to the laws and regulations related to the IRA, calculation of the tax credits under the IRA
based on the qualifying products, and the completeness and accuracy of the data used in the model.
To test the tax credits under the IRA, we performed audit procedures that included, among other procedures, assessing
the methodology used by management in calculating the tax credits pursuant to Section 45X of the IRC and evaluating
management’s determination of the qualifying products included within the benefit calculation. For example, wevalidated information related to product specifications used in management’s evaluation of qualifying products byinvolving professionals with specialized skill and knowledge, and validated the inputs used to calculate the benefit
pursuant to the IRA and industry practice. We also evaluated management’s presentation of tax credits within thefinancial statements.

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Description of the
Matter

How We Addressed
the Matter in Our
Audit

Valuation of Indefinite-Lived Intangible Assets
As reflected in the Company’s consolidated financial statements, the Company’s indefinite-lived intangible assets were $130.2
million as of March 31, 2024. As discussed in Note 1 to the consolidated financial statements, indefinite-lived intangible assets aretested for impairment at least annually, using both the qualitative and quantitative assessments.
Auditing management’s annual quantitative indefinite-lived intangible asset impairment test was complex and involved a highdegree of subjectivity due to the significant estimation required in determining the fair value of the indefinite-lived intangible asset.
The fair value estimate related to this indefinite-lived intangible asset was sensitive to significant assumptions such as discount rate,
forecasted revenue growth rates, and royalty rate, which are forward-looking and could be affected by future economic and market
conditions.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s annual
quantitative indefinite-lived intangible asset impairment test. For example, we tested controls over management’s review of thevaluation model, the significant assumptions used to develop the estimate including discount rate, forecasted revenue growth rates
and royalty rate, and the completeness and accuracy of the data used in the valuation.
To test the estimated fair value of the Company’s indefinite-lived intangible asset, we performed audit procedures that included,
among other procedures, assessing fair value methodology and testing the significant assumptions discussed above and thecompleteness and accuracy of the underlying data used by the Company in its analysis. For example, we compared the significant
assumptions used by management to current industry, market and economic trends, to historical results of the Company's businessand other guideline companies within the same industry and to other relevant factors. We assessed the historical accuracy ofmanagement’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of theindefinite-lived intangible asset that would result from changes in the assumptions. We also involved internal valuation specialists toassist in our evaluation of the significant assumptions and methodology used by the Company.

/s/ Ernst & Young LLP
We have served as the Company's auditor since 1998.
Philadelphia, Pennsylvania
May 22, 2024

56

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of EnerSys
Opinion on Internal Control Over Financial Reporting
We have audited EnerSys’ internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion,
EnerSys (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2024, based on the COSO
criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated
financial statements of the Company and our report dated May 22, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is
to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing andevaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting andthe preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 22, 2024

57

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EnerSys
Consolidated Balance Sheets(In Thousands, Except Share and Per Share Data)
March 31,
2024

2023

AssetsCurrent assets:
Cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts(2024–$8,107; 2023–$8,775)
Inventories, net
Prepaid and other current assets
Total current assets
Property, plant, and equipment, net
Goodwill
Other intangible assets, net
Deferred taxes
Other assets
Total assets$

333,324$

524,725
697,698
226,949
1,782,696
532,450
682,934
319,407
49,79898,721
3,466,006$

346,665$

637,817
797,798
113,601
1,895,881
513,283
676,715360,412
49,152
121,2313,616,674

Liabilities and Equity
Current liabilities:
Short-term debt$
Current portion of finance leases
Accounts payable
Accrued expenses
Total current liabilities
Long-term debt, net of unamortized debt issuance costs
Finance leases
Deferred taxes
Other liabilities
Total liabilities
Commitments and contingencies
Equity:Preferred Stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding at
March 31, 2024 and at March 31, 2023
Common Stock, $0.01 par value per share, 135,000,000 shares authorized, 56,363,924 shares issued and40,271,936 shares outstanding at March 31, 2024; 56,004,613 shares issued and 40,901,059 shares
outstanding at March 31, 2023
Additional paid-in capital
Treasury stock at cost, 16,091,988 shares held as of March 31, 2024 and 15,103,554 shares held as ofMarch 31, 2023
Retained earnings
Contra equity - indemnification receivable
Accumulated other comprehensive loss
Total EnerSys stockholders’ equity
Nonredeemable noncontrolling interests
Total equity
Total liabilities and equity$
See accompanying notes.

58

30,444237
369,456
323,720
723,857
801,965647
30,583
151,882
1,708,934$

30,642
90378,641
308,947
718,320
1,041,989
254
61,118191,1122,012,793

—

—

564
629,879560
596,464(835,827)
2,163,880—(204,851)
1,753,645
3,427
1,757,072
3,466,006 $(740,956)
1,930,148(2,463)(183,474)
1,600,279
3,602
1,603,881
3,616,674

Table of Contents

EnerSys
Consolidated Statements of Income(In Thousands, Except Share and Per Share Data)
Fiscal year ended March 31,
2024

Sales from products
Sales from services
Net sales
Cost of goods soldCost of services
Inventory adjustment relating to exit activities
Gross profit
Operating expenses
Restructuring and other exit charges
Impairment of indefinite-lived intangibles
Loss on assets held for sale
Operating earnings
Interest expense
Other (income) expense, net
Earnings before income taxes
Income tax expense
Net earnings attributable to EnerSys stockholders

$

2023

$

Net earnings per common share attributable to EnerSys stockholders:
Basic
Diluted

$

6.62

$

4.31

$

3.42

$

6.50

$

4.25

$

3.36

Dividends per common share

$

0.85

$

0.70

$

0.70

Weighted-average number of common shares outstanding:
Basic
DilutedSee accompanying notes.

59

$

2022

3,161,862
420,0093,581,871
2,248,859
329,948
20,173982,891
589,599
28,103
13,619—351,570
49,954
9,431
292,185
23,089269,096$$

3,307,781
400,798
3,708,579
2,597,296
270,464681
840,138
544,858
16,439480—
278,361
59,5298,193
210,639
34,829
175,810$

3,004,231
353,088
3,357,319
2,360,150
244,597
2,604
749,968
520,81018,756
1,178
2,973
206,251
37,777(5,465)
173,939
30,028143,91140,669,392

40,809,235

42,106,337

41,371,439

41,326,755

42,783,373

Table of Contents

EnerSys
Consolidated Statements of Comprehensive Income(In Thousands)

Fiscal year ended March 31,
2024

Net earnings
Other comprehensive (loss) income:Net unrealized gain (loss) on derivative instruments, net of tax
Pension funded status adjustment, net of tax
Foreign currency translation adjustment
Total other comprehensive (loss) gain, net of tax
Total comprehensive income
Comprehensive gain (loss) attributable to noncontrolling interests
Comprehensive income attributable to EnerSys stockholders

269,096$(656)(5,375)(15,521)(21,552)
247,544(175)
247,719 $See accompanying notes.

60

2023

$

$

2022

175,810$

143,911(1,552)8,214(46,941)(40,279)
135,531(300)
135,831 $

2,603
8,310
(38,397)(27,484)
116,427
128
116,299

Table of Contents
EnerSys
Consolidated Statements of Changes in Equity(In Thousands, Except Per Share Data)
Balance at March 31, 2021

$ (563,481) $ 1,669,751
—
—
—
—

—
—

—
—

(9,150)——(156,366)

—
—

—
—

—
—

—
—
—
—
—

—
—
—
—
—

—
100
—
723
—

—
728
—
—
—

—
—
143,911(30,076)
—

—
—
—
—
—

—

—

—

—

—

—
—

—
—

—
—

—
—

—
—

557
—
3

$ 571,464
26,371
4,390

—
—

—
—

(6,453)——(22,907)

—
—

—
—

—
—

—
—
—
—

—
—
—
—

—
(19)
—
711

—
1,070
—
—

—
—
175,810(29,248)

—
—
—
—

1,157
—
—
—

—

—

—

—

—

8,214

—
—

—
—

—
—

—
—

—
—

(1,552)(46,641)560—
4$ 596,464
30,607
10,782————(9,166)——(95,690)

—
—

—
—

—
—

—
—
—
—

—
—
—
—

—
309
—
883

—
819
—
—

—
—
269,096(35,364)

—
—
—
—

—

—

—

—

—

—
—

—
—

—
—

—
—

—
—

564

$ 629,879$$

Stock-based compensation
Exercise of stock options
Shares issued under equity awards (taxes paid related to net share settlementof equity awards), net
Purchase of common stock
Contra equity - adjustment to indemnification receivable for acquisition
related tax liability
Other
Net earnings
Dividends ($0.70 per common share)
Other comprehensive income:Pension funded status adjustment (net of tax expense of $2,947)
Net unrealized gain (loss) on derivative instruments (net of tax benefit of$469)$

Stock-based compensation
Exercise of stock options
Shares issued under equity awards (taxes paid related to net share settlementof equity awards), net
Purchase of common stock
Contra equity - adjustment to indemnification receivable for acquisition
related tax liability
Other
Net earnings
Dividends ($0.85 per common share)
Other comprehensive income:Pension funded status adjustment (net of tax benefit of $1,787)
Net unrealized gain (loss) on derivative instruments (net of tax benefit of$197)
Foreign currency translation adjustment
Balance at March 31, 2024

$ 554,168
24,289
1,334

$

Other
Net earnings
Dividends ($0.70 per common share)
Dissolution of joint venture
Other comprehensive income:Pension funded status adjustment (net of tax benefit of $1,910)
Net unrealized gain (loss) on derivative instruments (net of tax expense of$789)

Foreign currency translation adjustment
Balance at March 31, 2023

555
—
2

CommonStock

Purchase of common stock
Contra equity - adjustment to indemnification receivable for acquisition
related tax liability

Foreign currency translation adjustment
Balance at March 31, 2022

Treasury
Stock

Preferred
Stock

Stock-based compensation
Exercise of stock options
Shares issued under equity awards (taxes paid related to net share settlementof equity awards), net$

Accumulated
Other
Comprehensive
Income (Loss)

Additional
Paid-in
Capital

—
—
—

—
—
—

—
—
—

—

$

$

$

$ (719,119) $ 1,783,586————$ (740,956) $ 1,930,148————$ (835,827) $ 2,163,880

See accompanying notes.

61

Retained
Earnings

$

$

$

$

ContraEquity

Total
EnerSys
Stockholders’Equity(115,883) $ (5,355) $————$ 1,543,576
24,2891,336(9,150)(156,366)——(9,150)(156,366)

1,735
—
—
—
—

1,735
828
143,911(29,353)
—

—
—
—
—
(47)

1,735
828
143,911(29,353)
(47)

8,310

—

8,310

—

8,310

2,603
(38,525)

—
—

2,603
(38,525)

—
128

2,603
(38,397)

3,902
—
—

$ 1,493,275
26,371
4,393(6,453)(22,907)——(6,453)(22,907)

—
—
—
—
—
—

1,157
1,051
175,810(28,537)

—

1,157
1,051
175,810(28,537)
—
8,214

—
—

(1,552)(46,641)—(300)(1,552)(46,941)

3,602
—
—

$ 1,603,881
30,607
10,786(9,166)(95,690)——(9,166)(95,690)

2,463
—
—
—

2,463
1,128
269,096(34,481)

—
—
—
—

2,463
1,128
269,096(34,481)(5,375)—(5,375)—(5,375)(656)(15,346)

—
—

(656)
(15,346)

—
(175)

(656)
(15,521)(204,851) $

—

3,427

$ 1,757,072(183,474) $ (2,463) $
—
—
—
—

$

1,489,373
26,3714,393

1,600,279
30,607
10,786

1,753,645$

Total
Equity3,821——(143,495) $ (3,620) $————1,539,755
24,289
1,336

Nonredeemable
NonControlling
Interests

$

$

$

8,214

Table of Contents

EnerSys
Consolidated Statements of Cash Flows(In Thousands)
Fiscal year ended March 31,
2024
Cash flows from operating activities
Net earnings
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
Write-off of assets relating to restructuring and other exit charges
Loss on assets held for saleImpairment of indefinite-lived intangibles
Derivatives not designated in hedging relationships:
Net losses (gains)
Cash proceeds (settlements)
Provision for doubtful accounts
Deferred income taxes
Non-cash interest expense
Stock-based compensation
Gain on disposal of property, plant, and equipment
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable
Inventories
Prepaid and other current assets
Other assets
Accounts payable
Accrued expenses
Other liabilities
Net cash provided by (used in) operating activities$

2023
269,096$2022
175,810$

143,91192,021
24,229—13,61991,1538,920—
480

95,878
6,503
2,973
1,178

846
(255)
1,873
(29,344)2,450
30,607908(1,182)470(431)(15,236)
1,964
26,371
(113)

157
255
2,621
1,115
2,107
24,289(490)

108,63175,633(112,701)
6,027(15,131)(8,254)(3,226)67,553(96,413)
23,689(6,298)(4,236)
5,747
1,690

(128,956)(212,839)(32,044)270
65,316(38,578)749

457,029

279,938(65,585)

Cash flows from investing activities
Capital expenditures
Purchase of businesses
Proceeds from disposal of facility
Proceeds from disposal of property, plant, and equipment
Proceeds from termination of net investment hedges
Net cash used in investing activities(86,437)(8,270)—2,228—(88,772)——586
43,384(74,041)
—
3,268
1,540
—

(92,479)(44,802)(69,233)

Cash flows from financing activities
Net borrowings (repayments) on short-term debt
Proceeds from Second Amended Revolver borrowings
Repayments of Second Amended Revolver borrowings
Proceeds from Amended 2017 Term Loan
Proceeds from 2032 Bonds
Repayments of 2023 Senior Notes
Repayments of Second and Third Amended Term Loan
Debt issuance costs
Finance lease obligations and other
Option proceeds, net
Payment of taxes related to net share settlement of equity awards
Purchase of treasury stock
Dividends paid to stockholders
Net cash (used in) provided by financing activities(231)
182,500(427,500)—
300,000—(293,889)(4,061)
1,169
10,786(9,166)(95,688)(34,480)(21,719)
310,500(500,500)
300,000—(300,000)(5,215)(1,121)
1,110
4,392(6,453)(22,907)(28,537)

20,556523,400(88,400)———(161,447)(2,952)810
1,336(9,150)(156,366)(29,353)(370,560)(7,331)(270,450)(20,509)

98,434(12,936)(13,341)
346,665(55,823)
402,488(49,320)451,808

Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year$

See accompanying notes.

62

333,324$

346,665$

402,488

Table of Contents

Notes to Consolidated Financial Statements
March 31, 2024
(In Thousands, Except Share and Per Share Data)
1.

Summary of Significant Accounting Policies

Description of Business
EnerSys (the “Company”) and its predecessor companies have been manufacturers of industrial batteries for over 125 years. EnerSys is a global leader in stored
energy solutions for industrial applications. The Company manufactures, markets and distributes industrial batteries and related products such as chargers,
outdoor cabinet enclosures, power equipment and battery accessories, and provides related after-market and customer-support services for its products.
Additionally, the Company is also a provider of highly integrated power solutions and services to broadband, telecom, renewable and industrial customers.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and any partially owned subsidiaries that theCompany has the ability to control. Control generally equates to ownership percentage, whereby investments that are more than 50% owned are generally
consolidated, investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method, and investments in affiliates of
20% or less are accounted at cost minus impairment, if any. All intercompany transactions and balances have been eliminated in consolidation.
Foreign Currency Translation
Results of foreign operations of subsidiaries, whose functional currency is the local currency, are translated into U.S. dollars using average exchange rates
during the periods. The assets and liabilities are translated into U.S. dollars using exchange rates as of the balance sheet dates. Gains or losses resulting fromtranslating the foreign currency financial statements are accumulated as a separate component of accumulated other comprehensive income (“AOCI”) in
EnerSys’ stockholders’ equity and noncontrolling interests.
Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency of theapplicable subsidiary are included in the Consolidated Statements of Income, within “Other (income) expense, net”, in the year in which the change occurs.
Revenue Recognition
The Company recognizes revenue when (or as) performance obligations are satisfied by transferring control of the performance obligation to a customer.
Control of a performance obligation may transfer to the customer either at a point in time or over time depending on an evaluation of the specific facts andcircumstances for each contract, including the terms and conditions of the contract as agreed with the customer, as well as the nature of the products or services
to be provided.
The Company's primary performance obligation to its customers is the delivery of finished goods and products, pursuant topurchase orders. Control of the products sold typically transfers to its customers at the point in time when the goods are shipped
as this is also when title generally passes to its customers under the terms and conditions of the customer arrangements.
Each customer purchase order sets forth the transaction price for the products and services purchased under that arrangement. Some customer arrangements
include variable consideration, such as volume rebates, some of which depend upon the customers meeting specified performance criteria, such as a purchasinglevel over a period of time. The Company uses judgment to estimate the most likely amount of variable consideration at each reporting date. When estimating
variable consideration, the Company also applies judgment when considering the probability of whether a reversal of revenue could occur and only recognize
revenue subject to this constraint.
Service revenues related to the work performed for the Company’s customers by its maintenance technicians generally represent a separate and distinct
performance obligation. Control for these services passes to the customer as the services are performed.
The Company's typical payment terms are 30 days and sales arrangements do not contain any significant financing component for its customers.

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Table of Contents

The Company uses historic customer product return data as a basis of estimation for customer returns and records the reduction of sales at the time revenue isrecognized.
Freight charges billed to customers are included in sales and the related shipping costs are included in cost of sales in the Consolidated Statements of Income. If
shipping activities are performed after a customer obtains control of a product, the Company applies a policy election to account for shipping as an activity tofulfill the promise to transfer the product to the customer.
The Company applies a policy election to exclude transaction taxes collected from customers from sales when the tax is both imposed on and concurrent with a
specific revenue-producing transaction.
The Company generally provides customers with a product warranty that provides assurance that the products meet standard specifications and are free of
defects. The Company maintains a reserve for claims incurred under standard product warranty programs. Performance obligations related to service warranties
are not material to the Consolidated Financial Statements.
The Company pays sales commissions to its sales representatives, which may be considered as incremental costs to obtain a contract. However, since therecoverability period is less than one year, the Company has utilized the practical expedient to record these costs of obtaining a contract as an expense as they
are incurred.
Warranties
The Company’s products are warranted for a period ranging from one to twenty years for Energy Systems batteries, from one to five years for Motive Powerbatteries and for a period ranging from one to four years for Specialty transportation batteries. The Company provides for estimated product warranty expenses
when the related products are sold. The assessment of the adequacy of the reserve includes a review of open claims and historical experience.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.
Concentration of Credit Risk
Financial instruments that subject the Company to potential concentration of credit risk consist principally of short-term cash investments and trade accounts
receivable. The Company invests its cash with various financial institutions and in various investment instruments limiting the amount of credit exposure to any
one financial institution or entity. The Company has bank deposits that exceed federally insured limits. In addition, certain cash investments may be made in
U.S. and foreign government bonds, or other highly rated investments guaranteed by the U.S. or foreign governments. Concentration of credit risk with respect
to trade receivables is limited by a large, diversified customer base and its geographic dispersion. The Company performs ongoing credit evaluations of its
customers’ financial condition and requires collateral, such as letters of credit, in certain circumstances.
Accounts Receivable
Accounts receivable are recorded net of an allowance for expected credit losses. The Company maintains an allowance for credit losses for the expected failure
or inability of its customers to make required payments. The Company recognizes the allowance for expected credit losses at inception and reassesses quarterly
based on management’s expectation of the asset’s collectability. The allowance is based on multiple factors including historical experience with bad debts, thecredit quality of the customer base, the aging of such receivables and current macroeconomic conditions, as well as management’s expectations of conditions in
the future. The Company’s allowance for uncollectible accounts receivable is based on management’s assessment of the collectability of assets pooled together
with similar risk characteristics. Accounts are written off when management determines the account is uncollectible. The following table sets forth the changes
in the Company's allowance for doubtful

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Table of Contents

accounts:

Fiscal year ended March 31, 2022
Fiscal year ended March 31, 2023
Fiscal year ended March 31, 2024

Provision
Write-offs, net ofBalance at Beginning for Expected Credit
Recoveries andof Period
LossesOther$
12,992 $2,621 $
(3,394) $12,219(431)(3,013)8,775
1,873(2,541)

Balance at
End ofPeriod12,2198,775
8,107

Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of inventory consists ofmaterial, labor, and associated overhead.
Property, Plant, and Equipment
Property, plant, and equipment are recorded at cost and include expenditures that substantially increase the useful lives of the assets. Depreciation is provided
using the straight-line method over the estimated useful lives of the assets as follows: 10 to 33 years for buildings and improvements and 3 to 15 years formachinery and equipment.
Maintenance and repairs are expensed as incurred. Interest on capital projects is capitalized during the construction period.
Business Combinations
The Company records an acquisition using the acquisition method of accounting and recognizes the assets acquired and liabilities assumed at their fair values asof the date of the acquisition. The excess of the purchase price over the net tangible and intangible assets is recorded to goodwill. The results of operations of
the acquired business are included in the Company’s operating results from the date of acquisition.
Goodwill and Other Intangible Assets
Goodwill and indefinite-lived trademarks are tested for impairment at least annually and whenever events or circumstances occur indicating that a possible
impairment may have been incurred. The Company assesses whether goodwill impairment exists using both the qualitative and quantitative assessments. The
qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit isless than its carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is more likely than not that the fair value ofa reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed bydetermining the fair value of the Company's reporting units.
Goodwill is tested for impairment by determining the fair value of the Company’s reporting units. These estimated fair values are based on financial projections,certain cash flow measures, and market capitalization.
The Company estimates the fair value of its reporting units using a weighting of fair values derived from both the income approach and the market approach.
Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow
projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The
discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and theuncertainty related to the business's ability to execute on the projected cash flows. The market approach estimates fair value based on market multiples ofrevenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit. The
weighting of the fair value derived from the market approach ranges from 0% to 50% depending on the level of comparability of these publicly-traded
companies to the reporting unit.
In order to assess the reasonableness of the calculated fair values of its reporting units, the Company also compares the sum of the reporting units' fair values to
its market capitalization and calculates an implied control premium (the excess of the sum of the reporting units' fair values over the market capitalization). The
Company evaluates the control premium by comparing it to control premiums of recent comparable market transactions.

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The Company assesses whether indefinite-lived intangible assets impairment exists using both the qualitative and quantitative assessments. The qualitative
assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of an indefinite-lived intangible
asset is less than its carrying amount. If based on this qualitative assessment, the Company determines it is more likely than not that the fair value of anindefinite-lived intangible asset is less than its carrying amount or if the Company elects not to perform a qualitative assessment, a quantitative assessment isperformed to determine whether an indefinite-lived intangible asset impairment exists. The Company tests the indefinite-lived intangible assets for impairment
by comparing the carrying value to the fair value based on current revenue projections of the related operations, under the relief from royalty method. Any
excess of the carrying value over the amount of fair value is recognized as an impairment. Any such impairment is recognized in the reporting period in which it
has been identified.
Finite-lived assets such as customer relationships, technology, trademarks, licenses, and non-compete agreements are amortized on a straight-line basis overtheir estimated useful lives, generally over periods ranging from 3 to 20 years. The Company continually evaluates the reasonableness of the useful lives ofthese assets.
Impairment of Long-Lived Assets
The Company reviews the carrying values of its long-lived assets to be held and used for possible impairment whenever events or changes in circumstancesindicate that the carrying value may not be recoverable, based on undiscounted estimated cash flows expected to result from its use and eventual disposition.
The factors considered by the Company in performing this assessment include current operating results, trends and other economic factors. In assessing therecoverability of the carrying value of a long-lived asset, the Company must make assumptions regarding future cash flows and other factors. If these estimatesor the related assumptions change in the future, the Company may be required to record an impairment loss for these assets.
Environmental Expenditures
The Company records a loss and establishes a reserve for environmental remediation liabilities when it is probable that an asset has been impaired or a liability
exists and the amount of the liability can be reasonably estimated. Reasonable estimates involve judgments made by management after considering a broad
range of information including notifications, demands or settlements that have been received from a regulatory authority or private party, estimates performed
by independent engineering companies and outside counsel, available facts, existing and proposed technology, the identification of other potentially responsible
parties, their ability to contribute and prior experience. These judgments are reviewed quarterly as more information is received and the amounts reserved are
updated as necessary. However, the reserves may materially differ from ultimate actual liabilities if the loss contingency is difficult to estimate or if
management’s judgments turn out to be inaccurate. If management believes no best estimate exists, the minimum probable loss is accrued.
Derivative Financial Instruments
The Company utilizes derivative instruments to mitigate volatility related to interest rates, lead prices and foreign currency exposures. The Company does nothold or issue derivative financial instruments for trading or speculative purposes. The Company recognizes derivatives as either assets or liabilities in theaccompanying Consolidated Balance Sheets and measures those instruments at fair value. Changes in the fair value of those instruments are reported in AOCI ifthey qualify for hedge accounting or in earnings if they do not qualify for hedge accounting. Derivatives qualify for hedge accounting if they are designated ashedge instruments and if the hedge is highly effective in achieving offsetting changes in the fair value or cash flows of the asset or liability hedged. For lead andforeign currency forward contracts, effectiveness is measured on a regular basis using statistical analysis and by comparing the overall changes in the expectedcash flows of the hedging instrument with the changes in the expected all-in cash outflow required for the underlying lead and foreign currency purchases. This
analysis is performed on the initial purchases quarterly that cover the quantities hedged. Accordingly, gains and losses from changes in derivative fair value ofeffective hedges are deferred and reported in AOCI until the underlying transaction affects earnings. In the case of cross currency fixed interest rate swap
agreements, the swaps are remeasured with changes in fair value recognized in foreign currency translation adjustment within AOCI to offset the translation risk
from the underlying investments. Balances in the foreign currency translation adjustment accounts remain until the sale or substantially complete liquidation of
the foreign entity, upon which they are recognized as a component of income (expense).
The Company has commodity, foreign exchange and interest rate hedging authorization from the Board of Directors and has established a hedging and risk
management program that includes the management of market and counterparty risk. Key risk control activities designed to ensure compliance with the risk
management program include, but are not limited to, credit review and approval, validation of transactions and market prices, verification of risk and transaction
limits, portfolio stress tests,

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sensitivity analyses and frequent portfolio reporting, including open positions, determinations of fair value and other risk management metrics.
Market risk is the potential loss the Company and its subsidiaries may incur as a result of price changes associated with a particular financial or commodity
instrument. The Company utilizes forward contracts, options, and swaps as part of its risk management strategies, to minimize unanticipated fluctuations inearnings caused by changes in commodity prices, interest rates and / or foreign currency exchange rates. All derivatives are recognized on the balance sheet attheir fair value, unless they qualify for the Normal Purchase Normal Sale exemption.
Credit risk is the potential loss the Company may incur due to the counterparty’s non-performance. The Company is exposed to credit risk from interest rate,
foreign currency and commodity derivatives with financial institutions. The Company has credit policies to manage their credit risk, including the use of anestablished credit approval process, monitoring of the counterparty positions and the use of master netting agreements.
The Company has elected to offset net derivative positions under master netting arrangements. The Company does not have any positions involving cash
collateral (payables or receivables) under a master netting arrangement as of March 31, 2024 and 2023.
The Company does not have any credit-related contingent features associated with its derivative instruments.
Fair Value of Financial Instruments
The Company groups its recurring, non-recurring and disclosure-only fair value measurements into the following levels when making fair value measurement
disclosures:
Level 1

Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2

Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets
that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or
corroborated by observable market data.

Level 3

Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at themeasurement date (an exit price). The Company and its subsidiaries use, as appropriate, a market approach (generally, data from market transactions), an
income approach (generally, present value techniques and option-pricing models), and / or a cost approach (generally, replacement cost) to measure the fairvalue of an asset or liability. These valuation approaches incorporate inputs such as observable, independent market data and / or unobservable data thatmanagement believes are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable,
certain risks such as nonperformance risk, which includes credit risk.
Lead contracts, foreign currency contracts and interest rate contracts generally use an income approach to measure the fair value of these contracts, utilizing
readily observable inputs, such as forward interest rates (e.g., Secured Overnight Financing Rate "SOFR"), forward foreign currency exchange rates (e.g., GBP
and euro) and commodity prices (e.g., London Metals Exchange), as well as inputs that may not be observable, such as credit valuation adjustments. Whenobservable inputs are used to measure all or most of the value of a contract, the contract is classified as Level 2. Over-the-counter (OTC) contracts are valued
using quotes obtained from an exchange, binding and non-binding broker quotes. Furthermore, the Company obtains independent quotes from the market tovalidate the forward price curves. OTC contracts include forwards, swaps and options. To the extent possible, fair value measurements utilize various inputs that
include quoted prices for similar contracts or market-corroborated inputs.
When unobservable inputs are significant to the fair value measurement, the asset or liability is classified as Level 3. Additionally, Level 2 fair value
measurements include adjustments for credit risk based on the Company’s own creditworthiness (for net liabilities) and its counterparties’ creditworthiness (fornet assets). The Company assumes that observable market prices include sufficient adjustments for liquidity and modeling risks. The Company did not have any
fair value measurements that transferred between Level 2 and Level 3 as well as Level 1 and Level 2.

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Income Taxes
The Company accounts for income taxes using the asset and liability approach, which requires deferred tax assets and liabilities be recognized using enacted tax
rates to measure the effect of temporary differences between book and tax bases on recorded assets and liabilities. Valuation allowances are recorded to reducedeferred tax assets, if it is more likely than not some portion or all of the deferred tax assets will not be realized. The need to establish valuation allowances
against deferred tax assets is assessed quarterly. The primary factors used to assess the likelihood of realization are expected reversals of taxable temporary
timing differences, forecasts of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets.
The Company recognizes tax related interest and penalties in income tax expense in its Consolidated Statement of Income.
With respect to accounting for uncertainty in income taxes, the Company evaluates tax positions to determine whether the benefits of tax positions are more
likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained
upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement. For tax
positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. If the more likely than not
threshold is not met in the period for which a tax position is taken, the Company may subsequently recognize the benefit of that tax position if the tax matter iseffectively settled, the statute of limitations expires, or if the more likely than not threshold is met in a subsequent period.
No additional income taxes have been provided for any undistributed foreign earnings or any additional outside basis difference inherent in these entities, asthese amounts continue to be indefinitely reinvested in foreign operations.
Regarding the GILTI tax rules, the Company is allowed to make an accounting policy choice of either (1) treating the taxes due on future US inclusions intaxable income as a current-period expense when incurred (“period cost method”) or (2) factoring amounts into a Company’s measurement of its deferred taxes(“deferred method”). The Company has elected the period cost method.
Production Credits Under the Inflation Reduction Act
On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted, and on December 14, 2023, the United States Treasury issued proposed
regulations, which provided further guidance related to the Section 45X Advanced Manufacturing Production Credit (AMPC). The IRA includes multiple
incentives to promote clean energy, and energy storage manufacturing among other provisions with tax credits available from 2023 to 2032, subject to phase out
beginning in 2030. In particular, the IRA creates a refundable tax credit, pursuant to Section 45X of the Internal Revenue Code (“IRC”), for battery cells andbattery modules manufactured or assembled in the United States and sold to third parties as well a credit for electrode active material for batteries.
Refundable tax credits are accounted for by analogy to government grants, as the taxpayer can realize the benefit regardless of whether or not they have an
income tax liability. Therefore, these amounts are not considered income taxes and fall outside the scope of Topic 740.
The Company accounts for government assistance that is not subject to the scope of ASC 740 using a grant accounting model, by analogy to International
Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance, and recognizes such grants when the Company hasreasonable assurance that it will comply with the grant’s conditions and that the grant will be received. The Company recognizes these credits as a reduction incost of sales within the Consolidated Statement of Income as revenue and costs are recognized on the qualifying finished goods. The AMPCs are also reflectedin the Consolidated Balance Sheet as a reduction of income tax payable within accrued expenses and other liabilities. Any credit generated in excess of thoseliabilities would be recorded as a refund of taxes and reflected in other current assets.
In fiscal 2024 and 2023, the IRA impact resulted in a reduction of our costs of goods sold and income tax payable of $136,360 and $17,283, respectively.
Deferred Financing Fees
Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense over the life of theunderlying indebtedness, adjusted to reflect any early repayments and are shown as a deduction from long-term debt.

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Stock-Based Compensation Plans
The Company measures the cost of employee services received in exchange for the award of an equity instrument based on the grant-date fair value of theaward, with such cost recognized over the applicable vesting period.
Market condition-based awards
The Company grants market condition-based awards and performance condition-based awards.
Beginning in fiscal 2017 and until fiscal 2020, the Company granted market condition-based awards (“TSR”). A participant may earn between 0% to 200% of
the number of awards granted, based on the total shareholder return of the Company's common stock over a three-year period, relative to the shareholder returnof a defined peer group. The awards cliff vest on the third anniversary of the date of grant and are settled in common stock on the first anniversary of the vestingdate. The TSR is calculated by dividing the sixty or ninety calendar day average price at end of the period (as applicable) and the reinvested dividends thereon
by such sixty or ninety calendar day average price at start of the period. The maximum number of awards earned is capped at 200% of the target award.
Additionally, no payout will be awarded in the event that the TSR at the vesting date reflects less than a 25% return from the average price at the grant date.
These share units are similar to the share units granted prior to fiscal 2016, except that under these awards, the targets are more difficult to achieve as they aretied to the TSR of a defined peer group. The fair value of these awards is estimated at the date of grant, using a Monte Carlo Simulation.
The Company recognizes compensation expense using the straight-line method over the life of the market condition-based awards except for those issued tocertain retirement-eligible participants, which are expensed on an accelerated basis.
Restricted Stock Units
The fair value of restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. These awards generally vest,
and are settled in common stock, at 25% per year, over a four-year period from the date of grant. The Company recognizes compensation expense using thestraight-line method over the life of the restricted stock units.
Stock Options
The fair value of the options granted is estimated at the date of grant using the Black-Scholes option-pricing model utilizing assumptions based on historical
data and current market data. The assumptions include expected term of the options, risk-free interest rate, expected volatility, and dividend yield. The expected
term represents the expected amount of time that options granted are expected to be outstanding, based on historical and forecasted exercise behavior. The riskfree rate is based on the rate at the grant date of zero-coupon U.S. Treasury Notes with a term equal to the expected term of the option. Expected volatility is
estimated using historical volatility rates based on historical weekly price changes over a term equal to the expected term of the options. The Company’s
dividend yield is based on historical data. The Company recognizes compensation expense using the straight-line method over the vesting period of the options
except for those issued to certain retirement-eligible participants, which are expensed on an accelerated basis.
Forfeitures
Forfeitures of share-based awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates.
Earnings Per Share
Basic earnings per common share (“EPS”) are computed by dividing net earnings attributable to EnerSys stockholders by the weighted-average number ofcommon shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock
were exercised or converted into common stock utilizing the treasury stock method. At March 31, 2024, 2023 and 2022, the Company had outstanding stock
options, restricted stock units, market condition and performance condition-based awards, which could potentially dilute basic earnings per share in the future.

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Segment Reporting
The Company's chief operating decision maker, or CODM (the Company's Chief Executive Officer), reviews financial information for purposes of assessing
business performance and allocating resources, by focusing on the lines of business on a global basis. The Company excludes certain items that are not includedin the segment performance as these are managed and viewed on a consolidated basis. The Company identifies the following as its four operating segments,
based on lines of business:• Energy Systems - uninterruptible power systems, or “UPS” applications for computer and computer-controlled systems used in data centers, as well as
telecommunications systems, switchgear and electrical control systems used in industrial facilities and electric utilities, large-scale energy storage andenergy pipelines. Energy Systems also includes highly integrated power solutions and services to broadband, telecom, data center, and renewable andindustrial customers, as well as thermally managed cabinets and enclosures for electronic equipment and batteries.
• Motive Power - power for electric industrial forklifts used in manufacturing, warehousing and other material handling
applications, AGVs, as well as mining equipment, diesel locomotive starting and other rail equipment.
• Specialty - premium batteries for starting, lighting and ignition applications in premium automotive and large over-the-road trucks, energy storage
solutions for satellites, spacecraft, commercial aircraft, military land vehicles, aircraft,submarines, ships and other tactical vehicles, as well as medical devices and equipment; and• New Ventures - energy storage and management systems for demand charge reduction, utility back-up power, and dynamic fast charging for electricvehiclesThe operating segments of Energy Systems, Motive Power, and Specialty also represent the Company's reportable segments under ASC 280, Segment
Reporting.
Recently Issued Accounting Standards not yet adopted
In November 2023, the Financial Accounting Standards Board issued new guidance that requires incremental disclosures related to reportable segments. Thatstandard requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker("CODM") and included within each reported measure of profit or loss. The title and position of the CODM and how the reported measure of segment profit orloss is used by the CODM to assess segment performance and allocate resources is also required to be disclosed. The standard also permits disclosure ofadditional measures of segment profit. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024. The Company is currently evaluating the impact of adopting this standard on its disclosures.
In December 2023, the Financial Accounting Standards Board issued a final standard on improvements to income tax disclosures. The standard requires
disclosure of specific categories within the effective tax rate reconciliation and details about significant reconciling items, subject to a quantitative threshold.
The standard also requires information on income taxes paid disaggregated by federal, state and foreign based on a quantitative threshold. The standard iseffective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The standard is applied prospectively with an option for retrospective
adoption. The Company is currently evaluating the impact of adopting this standard on its disclosures.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to makeestimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions take into
account historical and forward looking factors that the Company believes are reasonable, and the Company’s estimates and assumptions may evolve as
conditions change. Actual results could differ from those estimates.
Examples of significant estimates include the allowance for credit losses, the recoverability of property, plant and equipment, the incremental borrowing rate forlease liabilities, the recoverability of intangible assets and other long-lived assets, fair value measurements, including those related to financial instruments, fairvalue of goodwill and intangible assets, valuation allowances on tax assets, production tax credits under the Inflation Reduction Act, pension and postretirement
benefit obligations, contingencies and the identification and valuation of assets acquired and liabilities assumed in connection with business combinations.

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2. Revenue Recognition
The Company's revenues by reportable segments are presented in Note 23.
A small portion of the Company's customer arrangements oblige the Company to create customized products for its customers that require the bundling of bothproducts and services into a single performance obligation because the individual products and services that are required to fulfill the customer requirements do
not meet the definition for a distinct performance obligation. These customized products generally have no alternative use to the Company and the terms andconditions of these arrangements give the Company the enforceable right to payment for performance completed to date, including a reasonable profit margin.
For these arrangements, control transfers over time and the Company measures progress towards completion by selecting the input or output method that best
depicts the transfer of control of the underlying goods and services to the customer for each respective arrangement. Methods used by the Company to measureprogress toward completion include labor hours, costs incurred and units of production. Revenues recognized over time for fiscal 2024, 2023 and 2022
amounted to $251,820, $244,013 and $193,824, respectively.
On March 31, 2024, the aggregate transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was approximately $147,016, of
which, the Company estimates that approximately $111,041 will be recognized as revenue in fiscal 2025, $27,644 in fiscal 2026, and $8,287 in fiscal 2027, and$24 thereafter.
Any payments that are received from a customer in advance, prior to the satisfaction of a related performance obligation and billings in excess of revenue
recognized, are deferred and treated as a contract liability. Advance payments and billings in excess of revenue recognized are classified as current or noncurrent based on the timing of when recognition of revenue is expected. As of March 31, 2024, the current and non-current portion of contract liabilities were$27,649 and $960, respectively. As of March 31, 2023, the current and non-current portion of contract liabilities were $34,594 and $1,437, respectively.
Revenues recognized during fiscal 2024 and fiscal 2023, that were included in the contract liability at the beginning of the year, amounted to 20,166 and $9,779,
respectively.
Amounts representing work completed and not billed to customers represent contract assets and were $55,363 and $48,616 as of March 31, 2024 and March 31,
2023, respectively.
The Company uses historic customer product return data as a basis of estimation for customer returns and records the reduction of sales at the time revenue isrecognized. At March 31, 2024, the right of return asset related to the value of inventory anticipated to be returned from customers was $4,530 and refund
liability representing amounts estimated to be refunded to customers was $7,399.
3. Leases
The Company leases manufacturing facilities, distribution centers, office space, vehicles and other equipment under non-cancellable leases with initial terms
typically ranging from 1 to 16 years. At contract inception, the Company reviews the terms of the arrangement to determine if the contract is or contains a lease.
Guidance in Topic 842 is used to evaluate whether the contract has an identified asset; if the Company has the right to obtain substantially all economic benefits
from the asset; and if it has the right to direct the use of the underlying asset. When determining if a contract has an identified asset, the Company considers
both explicit and implicit assets, and whether the supplier has the right to substitute the asset. When determining if the Company has the right to obtain
substantially all economic benefits from the asset, the Company considers the primary outputs of the identified asset throughout the period of use anddetermines if it receives greater than 90% of those benefits. When determining if it has the right to direct the use of an underlying asset, the Company considers
if it has the right to direct how and for what purpose the asset is used throughout the period of use and if it controls the decision-making rights over the asset.
Lease terms may include options to extend or terminate the lease. The Company exercises its judgment to determine the term of those leases when extension or
termination options are present and include such options in the calculation of the lease term when it is reasonably certain that the Company will exercise those
options.
The Company has elected to include both lease and non-lease components in the determination of lease payments for all asset classes. Payments made to alessor for items such as taxes, insurance, common area maintenance, or other costs commonly referred to as executory costs, are also included in lease payments
if they are fixed. The fixed portion of these payments are included in the calculation of the lease liability, while any variable portion would be recognized as
variable lease expenses, when incurred. Variable payments made to third parties for these, or similar costs, such as utilities, are not included in the calculation oflease payments.

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Both finance and operating leases are reflected as liabilities on the commencement date of the lease based on the present value of the lease payments to be madeover the lease term. As most of the leases do not provide an implicit rate, the Company has exercised judgment in electing the incremental borrowing rate basedon the information available when the lease commences to determine the present value of future payments. Right-of-use assets are valued at the initial
measurement of the lease liability, plus any initial direct costs or rent prepayments and reduced by any lease incentives and any deferred lease payments.
Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense includes depreciation, which is recognized on astraight-line basis over the expected life of the leased asset, and interest expense, which is recognized following an effective interest rate method.
Short term leases with an initial term of 12 months or less are not presented on the balance sheet and expense is recognized as incurred. The current and noncurrent portion of operating lease liabilities are reflected in accrued expenses and other liabilities, respectively, on the consolidated balance sheets. The right-of
use assets relating to operating and finance leases are reflected in other assets and property, plant and equipment, respectively, on the consolidated balance
sheets.
The following table presents lease assets and liabilities and their balance sheet classification:
As ofMarch 31, 2024

Classification
Operating Leases:
Right-of-use assets
Operating lease current liabilities
Operating lease non-current liabilities
Finance Leases:
Right-of-use assets
Finance lease current liabilities
Finance lease non-current liabilities

As ofMarch 31, 2023

Other assets
Accrued expenses
Other liabilities$

76,413
19,28061,687$

85,237
21,23066,555

Property, plant, and equipment, net
Current portion of finance leases
Finance leases

$

878
237
647

$

342
90
254

The components of lease expense for the fiscal years ended March 31, 2024 and March 31, 2023 were as follows:
Classification
Operating Leases:
Operating lease cost
Variable lease cost
Short term lease cost
Finance Leases:
Depreciation
Interest expense

March 31, 2024

March 31, 2023

Operating expenses
Operating expenses
Operating expenses$

28,03011,6698,078$

20,232
9,816
4,310

Operating expenses
Interest expense

$

297
57
48,131$95
10
34,463

$

Total

$

The following table presents the weighted average lease term and discount rates for leases as of March 31, 2024 and March 31, 2023:
Operating Leases:
Weighted average remaining lease term (years)
Weighted average discount rate
Finance Leases:
Weighted average remaining lease term (years)
Weighted average discount rate

72

March 31, 2024

March 31, 2023

5.5 years
5.38%

5.9 years
4.93%

3.8 years
7.4%

3.7 years
6.79%

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The following table presents future payments due under leases reconciled to lease liabilities as of March 31, 2024:
Finance Leases
Year ended March 31,
2025
2026
2027
2028
2029
Thereafter
Total undiscounted lease payments
Present value discount

$

290
256
232
194
39
—
1,012
128
884

$

Lease liability

Operating Leases$

22,89020,04816,81913,2007,846
13,224
94,026
13,05980,967$

The following table presents supplemental disclosures of cash flow information related to leases for the fiscal years ended March 31, 2024 and March 31, 2023:
March 31, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases
Operating cash flows from operating leases
Financing cash flows from finance leases
Supplemental non-cash information on lease liabilities arising from right-of-use assets:
Right-of-use assets obtained in exchange for new finance lease liabilities
Right-of-use assets obtained in exchange for new operating lease liabilities

March 31, 2023$

57
27,406275$

15
27,176151$

811
31,284$254
24,423

4. Accounts Receivable
March 31,2024

Accounts receivable
Allowance for doubtful accounts
Accounts receivable, net

$
$

2023

532,8328,107
524,725$$

646,592
8,775
637,817

During fiscal 2023, the Company entered into a Receivables Purchase Agreement (RPA), under which the Company continuously sells its interest in designatedpools of trade accounts receivables, at a discount, to a special purpose entity, which in turn sells certain of the receivables to an unaffiliated financial institution("unaffiliated financial institution") on a monthly basis. The Company may sell certain US-originated accounts receivable balances up to a maximum amount of$150,000. In return for these sales, the Company receives a cash payment equal to the face value of the receivables and is charged a fee of Secured Overnight
Financing Rate (“SOFR”) plus 85 basis points against the sold receivable balance. The program is conducted through EnerSys Finance LLC ("EnerSys
Finance"), an entity structured to be bankruptcy remote, and matures in December 2025. The Company is deemed the primary beneficiary of EnerSys Financeas the Company has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses
or the right to receive the benefits that could potentially be significant to the entity from the transfer of the trade accounts receivables into the special purpose
entity. Accordingly, EnerSys Finance is included in the Company’s Consolidated Financial Statements.
Receivables sold to unaffiliated financial institutions under the program are excluded from “Accounts receivable, net” on the Company’s Consolidated Balance
Sheets, and cash receipts are reflected as cash provided by operating activities on the Consolidated Statements of Cash Flows. The purchase price is received in
cash when the receivables are sold, and fees charged relating to this balance are recorded to other (income) expense. Certain unsold receivables held by EnerSys
Finance serve as collateral to unaffiliated financial institutions. These unsold receivables are included in “Accounts receivable, net” in the73Table of Contents

Company’s Consolidated Balance Sheets. The Company continues servicing the receivables which were sold and in exchange receives a servicing fee fromEnerSys Finance under the program.
During fiscal 2024, the Company sold $710,746 of accounts receivables for approximately $710,746 in net proceeds to an unaffiliated financial institution, of
which $710,746 were collected as of March 31, 2024. Total collateralized accounts receivables of approximately $341,223, were held by EnerSys Finance at
March 31, 2024.
During fiscal 2023, the Company sold $343,013 of accounts receivables for approximately $192,713 in net proceeds to an unaffiliated financial institution, of
which $193,013 were collected as of March 31, 2023. Total collateralized accounts receivables of approximately $274,121, were held by EnerSys Finance at
March 31, 2023.
Any accounts receivables held by EnerSys Finance would likely not be available to other creditors of the Company in the event of bankruptcy or insolvency
proceedings relating to the Company until the outstanding balances under the RPA are satisfied. Additionally, the financial obligations of EnerSys Finance tothe unaffiliated financial institutions under the program are limited to the assets it owns and there is no recourse to the Company for receivables that areuncollectible as a result of the insolvency of EnerSys Finance or its inability to pay the account debtors.
5. Inventories
March 31,2024

Raw materials
Work-in-process
Finished goods
Total

$

2023

284,773
115,191
297,734
697,698$$

323,418
123,401
350,979
797,798$

6. Property, Plant, and Equipment
Property, plant, and equipment consist of:March 31,2024

Land, buildings, and improvements
Machinery and equipment
Construction in progress$

Less accumulated depreciation
Total

$

2023

313,258 $
930,858
91,8291,335,945(803,495)
532,450 $

312,294
881,198
75,053
1,268,545(755,262)
513,283

Depreciation expense for the fiscal years ended March 31, 2024, 2023, and 2022 totaled $64,028, $60,405, and $62,584, respectively. Interest capitalized inconnection with major capital expenditures amounted to $1,268, $857, and $447 for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

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7. Goodwill and Other Intangible Assets
Other Intangible Assets
Information regarding the Company’s other intangible assets are as follows:
March 31,
2024
Gross
AmountIndefinite-lived intangible assets:
Trademarks
Finite-lived intangible assets:
Customer relationships
Non-compete
Technology
Trademarks
Licenses
Total$

131,167$

295,215
2,825
96,7089,554
1,196
536,665

2023

Accumulated
Amortization

Net
Amount$(953) $

130,214$(147,833)(2,825)(55,969)(8,482)(1,196)(217,258) $147,382—
40,7391,072—
319,407Gross
Amount$144,702$295,293
2,825
96,7138,946
1,196
549,675

Accumulated
Amortization

Net
Amount$(953) $

143,749$(130,262)(2,825)(47,585)(6,442)(1,196)(189,263) $165,031—
49,1282,504—
360,412The Company’s amortization expense related to finite-lived intangible assets was $27,993, $30,748, and $33,294, for the years ended March 31, 2024, 2023 and2022, respectively. The expected amortization expense based on the finite-lived intangible assets as of March 31, 2024, is $26,574 in fiscal 2025, $25,646 infiscal 2026, $24,844 in fiscal 2027, $24,280 in fiscal 2028 and $22,451 in fiscal 2029.
Goodwill
The following table presents the changes in the carrying amount of goodwill by segment during fiscal 2023 and 2024:
Energy Systems

Balance at March 31, 2022
Foreign currency translation adjustment
Balance at March 31, 2023
Acquisitions
Foreign currency translation adjustment
Balance at March 31, 2024$$$

279,461 $(21,257)
258,204 $—807
259,011 $Motive Power323,303 $(1,773)
321,530 $4,390
798
326,718 $Specialty

97,876 $(895)
96,981 $—224
97,205 $Total

700,640(23,925)
676,715
4,390
1,829
682,934

Impairment of goodwill, finite and indefinite-lived intangibles
Goodwill is tested annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstancesthat indicate goodwill is more likely than not impaired. The Company did not record any impairment relating to its goodwill during fiscal 2024, 2023, and 2022.
During the fiscal year 2024 and 2023, the Company recorded non-cash charges of $13,619 and $480, respectively, related to impairment of indefinite-lived
trademarks under the caption “Impairment of indefinite-lived intangibles” in the Consolidated Statements of Income. Management completed its evaluation of
key inputs used to estimate the fair value of its indefinite-lived trademarks and determined that an impairment charge was appropriate.
The Company estimated tax-deductible goodwill to be approximately $78,147 and $86,709 as of March 31, 2024 and 2023, respectively.

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8. Prepaid and Other Current Assets
Prepaid and other current assets consist of the following:
March 31,2024

Prepaid income taxes
Contract assets
Prepaid non-income taxes
Non-trade receivables
Other
Total

$

2023

94,86655,363
19,5094,124
53,087226,949

$

$

4,915
48,616
17,946
6,97835,146113,601$

9. Accrued Expenses
Accrued expenses consist of the following:
March 31,2024

Payroll and benefits
Accrued selling expenses
Contract liabilities
Warranty
Operating lease liabilities
VAT and other non-income taxes
Freight
Income taxes payable (1)Interest
Other
Total

$

2023

84,73446,73827,64926,304
19,28017,595
16,54916,7169,201
58,954
323,720$$80,82647,33034,59424,226
21,23015,321
16,482
8,152
7,531
53,255308,947$(1) Income taxes payable includes amounts relating to the Tax Act - Transition Tax totaling $11,572 net of income taxes payable in a prepaid position of$3,420 for fiscal 2023.
10. Debt
The following summarizes the Company’s long-term debt as of March 31, 2024 and March 31, 2023:
2024
Principal

Senior Notes
Fourth Amended Credit Facility, due 2026
Less: Unamortized issuance costs
Long-term debt, net of unamortized issuance costs$

600,000
210,000$$

810,000
8,035
801,965

$

$

2023

Unamortized Issuance
Costs

6,064
1,971
8,035

Principal

Unamortized Issuance
Costs

$

300,000
748,413$$

1,048,413
6,424
1,041,989

$

$

2,705
3,719
6,424

The Company's Senior Notes comprise the following:
4.375% Senior Notes due 2027
On December 11, 2019, the Company issued $300,000 in aggregate principal amount of its 4.375% Senior Notes due December 15, 2027 (the “2027 Notes”).
Proceeds from this offering, net of debt issuance costs were $296,250 and were utilized to pay down the Amended 2017 Revolver (defined below). The 2027
Notes bear interest at a rate of 4.375% per annum accruing from76

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December 11, 2019. Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2020. The 2027 Notes
mature on December 15, 2027, unless earlier redeemed or repurchased in full and are unsecured and unsubordinated obligations of the Company. They are fully
and unconditionally guaranteed, jointly and severally, by certain of its subsidiaries that are guarantors under the Fourth Amended Credit Facility (defined
below). These guarantees are unsecured and unsubordinated obligations of such guarantors.
The Company may redeem, prior to September 15, 2027, all or a portion of the 2027 Notes at a price equal to 100% of the principal amount of the 2027 Notes
to be redeemed, plus accrued and unpaid interest and a “make whole” premium to, but excluding, the redemption date. The Company may redeem, on or after
September 15, 2027, all or a portion of the 2027 Notes at a price equal to 100% of the principal amount of the 2027 Notes, plus accrued and unpaid interest to,but excluding, the redemption date. If a change of control triggering event occurs, the Company will be required to offer to repurchase the 2027 Notes at a pricein cash equal to 101% of the aggregate principal amount of the 2027 Notes, plus accrued and unpaid interest to, but excluding, the date of repurchase. The 2027
Notes were rank pari passu with the 2023 Notes (defined below) prior to their redemption.
6.625% Senior Notes due 2032
On January 11, 2024, the Company issued $300,000 in aggregate principal amount of its 6.625% Senior Notes due January 15, 2032 (the “2032 Notes”).
Proceeds from this offering, net of debt issuance costs were $297,000 and were utilized to pay down the Fourth Amended Credit Facility. The 2032 Notes bearinterest at a rate of 6.625% per annum accruing from January 11, 2024. Interest is payable semiannually in arrears on January 15 and July 15 of each year,
commencing on July 15, 2024. The 2032 Notes mature on January 15, 2032, unless earlier redeemed or repurchased in full and are unsecured andunsubordinated obligations of the Company. They are fully and unconditionally guaranteed, jointly and severally, by certain of its subsidiaries that are
guarantors under the Fourth Amended Credit Facility (defined below). These guarantees are unsecured and unsubordinated obligations of such guarantors.
The Company may redeem, prior to January 15, 2027, all or a portion of the 2032 Notes at a price equal to 100% of the aggregate principal amount of the 2032
Notes to be redeemed, plus accrued and unpaid interest and a “make whole” premium to, but excluding, the redemption date. The Company may redeem, on orafter January 15, 2027, all or a portion of the 2032 Notes at a price equal to 100% of the principal amount of the 2032 Notes, plus accrued and unpaid interest
and a redemption premium to, but excluding, the redemption date. The Company may, in compliance with certain conditions, on any one or more occasions
redeem up to 40% of the original aggregate principal amount of the 2032 Notes, with the net cash proceeds of one or more equity offerings at a price equal to106.625% of the aggregate principal amount of the 2032 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. If a change of control
triggering event occurs, the Company will be required to offer to repurchase the 2032 Notes at a price in cash equal to 101% of the aggregate principal amountof the 2032 Notes, plus accrued and unpaid interest to, but excluding, the date of repurchase.
2017 Credit Facility and Subsequent Amendments
In fiscal 2018, the Company entered into a credit facility (the “2017 Credit Facility”). The 2017 Credit Facility scheduled to mature on September 30, 2022,
initially comprised a $600,000 senior secured revolving credit facility (“2017 Revolver”) and a $150,000 senior secured term loan (“2017 Term Loan”). The
Company utilized the borrowings from the 2017 Credit Facility to repay its pre-existing credit facility.
In fiscal 2019, the Company amended the 2017 Credit Facility (as amended, the “Amended Credit Facility”) to fund the Alpha acquisition. The Amended Credit
Facility consisted of $449,105 senior secured term loans (the “Amended Term Loan”), including a CAD 133,050 ($99,105) senior secured term loan and a$700,000 senior secured revolving credit facility (the “Amended Revolver”). The amendment resulted in an increase of the 2017 Term Loan and the 2017
Revolver by $299,105 and $100,000, respectively.
During the second quarter of fiscal 2022, the Company entered into a second amendment to the 2017 Credit Facility (as amended, the “Second Amended Credit
Facility”). The Second Amended Credit Facility, scheduled to mature on September 30, 2026, consists of a $130,000 senior secured term loan (the “Second
Amended Term Loan”), a CAD 106,440 ($84,229) senior secured term loan and an $850,000 senior secured revolving credit facility (the “Second Amended
Revolver”). The second amendment resulted in a decrease of the Amended Term Loan by $150,000 and an increase of the Amended Revolver by $150,000.
During the second quarter of fiscal 2023, the Company entered into a third amendment to the 2017 Credit Facility (as amended, the “Third Amended Credit
Facility”). The Third Amended Credit Facility provides a new incremental delayed-draw senior

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secured term loan up to $300,000 (the “Third Amended Term Loan”), which shall be available to draw at any time until March 15, 2023. Once drawn, the funds
will mature on September 30, 2026, the same as the Company's Second Amended Term loan and Second Amended Revolver. In connection with the agreement,
the Company incurred $1,161 in third party administrative and legal fees recognized in interest expense and capitalized $1,096 in charges from existing lenders
as a deferred asset. During the fourth quarter of fiscal 2023, the Company drew $300,000 in the form of the Third Amended Term Loan. Additionally, theCompany derecognized the capitalized deferred asset and recognized the $1,096 as a deferred financing costs.
During the fourth quarter of fiscal 2023, the Company entered into a fourth amendment to the 2017 Credit Facility (as amended, the “Fourth Amended Credit
Facility”). The Fourth Amended Credit Facility replaces the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”)
in the calculation of interest for both the Second Amended Revolver and the Second Amended Term Loan.
In the fourth quarter of fiscal year 2024, we received proceeds from the issuance of the 2032 Senior Notes and paid down $86,488 and $188,750 towards theSecond and Third Amended Term loans and wrote off $753 in deferred finance costs.
Subsequent to the fourth amendment, the quarterly installments payable on the Second Amended Term Loan are $2,607 beginning December 31, 2022, $3,911
beginning December 31, 2024 and $5,215 beginning December 31, 2025 with a final payment of $156,448 on September 30, 2026. The Fourth Amended Credit
Facility may be increased by an aggregate amount of $350,000 in revolving commitments and /or one or more new tranches of term loans, under certain
conditions. Both the Second Amended Revolver and the Second Amended Term Loan bear interest, at the Company's option, at a rate per annum equal to either(i) the SOFR or Canadian Dollar Offered Rate (“CDOR”) plus (i) Term SOFR plus between 1.125% and 2.25% (currently 1.125% and based on the Company's
consolidated net leverage ratio) or (ii) the U.S. Dollar Base Rate (which equals, for any day a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Effective Rate plus 0.50%, (b) Bank of America “Prime Rate” and (c) the Eurocurrency Base Rate plus 1%; provided that, if the Base Rate shall be lessthan zero, such rate shall be deemed zero) (iii) the CDOR Base Rate equal to the higher of (a) Bank of America “Prime Rate” and (b) average 30-day CDOR
rate plus 0.50%.
The quarterly installments payable on the Third Amended Term Loan are $3,750 beginning June 30, 2023, $5,625 beginning December 31, 2024 and $7,500
beginning December 31, 2025 with a final payment of $232,500 on September 30, 2026. The Third Amended Term Loan bears interest, at the Company's
option, at a rate per annum equal to either (i) the Secured Overnight Financing Rate (“SOFR”) plus 10 basis points plus (i) Term SOFR plus between 1.375%
and 2.50% (currently 1.375% and based on the Company's consolidated net leverage ratio) or (ii) the U.S. Dollar Base Rate plus between 0.375% and 1.50%,
which equals, for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus 0.50%, (b) Bank of America “PrimeRate” and (c) the Term SOFR plus 1%; provided that, if the Base Rate shall be less than zero, such rate shall be deemed zero). Until the funds were drawn on
March 13, 2023, the Company paid a commitment fee of 0.175% to 0.35% at a rate per annum on the unused portion.
Obligations under the Fourth Amended Credit Facility are secured by substantially all of the Company’s existing and future acquired assets, including
substantially all of the capital stock of the Company’s United States subsidiaries that are guarantors under the Second Amended Credit Facility and up to 65% of
the capital stock of certain of the Company’s foreign subsidiaries that are owned by the Company’s United States subsidiaries.
The Fourth Amended Credit Facility allows for up to two temporary increases in the maximum leverage ratio to 4.50x from 4.00x to 4.25x for a four quarter
period following an acquisition larger than $250,000. Effective with the Third Amended Credit Facility, the maximum leverage ratio increased from 3.50x to
4.25x effective to the last day of the second quarter of fiscal year 2024 and decreasing subsequently to 4.00x.
As of March 31, 2024, the Company had $110,000 under the Second Amended Term Loan and $100,000 outstanding under the Third Amended Term Loan.
Interest Rates on Long Term Debt
The weighted average interest rate on the long term debt at March 31, 2024 and March 31, 2023, was 5.2% and 4.6%, respectively.

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Interest Paid
The Company paid in cash, $48,080, $58,368 and $37,776, net of interest received, for interest during the fiscal years ended March 31, 2024, 2023 and 2022,
respectively.
Covenants
The Company’s financing agreements contain various covenants, which, absent prepayment in full of the indebtedness and other obligations, or the receipt ofwaivers, would limit the Company’s ability to conduct certain specified business transactions including incurring debt, mergers, consolidations or similartransactions, buying or selling assets out of the ordinary course of business, engaging in sale and leaseback transactions, paying dividends and certain otheractions. The Company is in compliance with all such covenants.
Short-Term Debt
As of March 31, 2024 and 2023, the Company had $30,444 and $30,642, respectively, of short-term borrowings. The weighted-average interest rate on theseborrowings was approximately 6.7% and 7.0%, respectively, for fiscal years ended March 31, 2024 and 2023.
Letters of Credit
As of March 31, 2024 and 2023, the Company had $3,919 and $3,565, respectively, of standby letters of credit.
Debt Issuance Costs
In fiscal 2024, the Company capitalized $4,061 in debt issuance costs in connection with the issuance of the Senior Notes. We also wrote off $753 in deferredfinance costs relating to the Second and Third Amended Term Loans. In fiscal 2023, the Company capitalized $1,122 in debt issuance costs in connection with
the Third and Fourth Amended Credit Facilities. Amortization expense, relating to debt issuance costs, included in interest expense was $1,697, $1,964, and$2,107 for the fiscal years ended March 31, 2024, 2023 and 2022, respectively. Debt issuance costs, net of accumulated amortization, totaled $8,035 and $6,424
as of March 31, 2024 and 2023, respectively.
Available Lines of Credit
As of March 31, 2024 and 2023, the Company had available and undrawn, under all its lines of credit, $938,334 and $693,444, respectively, including $90,866
and $90,839, respectively, of uncommitted lines of credit as of March 31, 2024 and March 31, 2023.
11. Other Liabilities
Other liabilities consist of the following:
March 31,2024

Operating lease liabilities
Warranty
PensionLong-term interest rate swaps
Liability for uncertain tax positions
Contract liabilities
Tax Act - Transition Tax
Other
Total

$

$

79

2023

61,68734,51525,512
19,167
3,300
959
—
6,742
151,882$$

66,55532,404
24,52815,7603,930
1,437
34,71523,613202,942

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12. Fair Value of Financial Instruments
Recurring Fair Value Measurements
The following tables represent the financial assets and (liabilities) measured at fair value on a recurring basis as of March 31, 2024 and March 31, 2023 and thebasis for that measurement:
Total Fair Value
Measurement March 31,
2024

Lead forward contracts
Foreign currency forward contracts
Interest rate swaps
Net investment hedges
Total derivatives$$(835) $
5
2,696
(19,167)(17,301) $Total Fair Value
Measurement March 31,
2023

Lead forward contracts
Foreign currency forward contracts
Interest Rate Swaps
Net investment hedges
Total derivatives$$

Quoted Price inActive Markets
for Identical
Assets(Level 1)(89) $
923(1,162)(15,760)(16,088) $Significant
Other
Observable
Inputs(Level 2)

—
—
—
—
—

$

$

Quoted Price inActive Markets
for Identical
Assets(Level 1)(835) $
5
2,696
(19,167)(17,301) $Significant
Other
Observable
Inputs(Level 2)

—
—
—
—

$

$

Significant
Unobservable
Inputs(Level 3)

—
—
—
—
—

Significant
Unobservable
Inputs(Level 3)(89) $
923(1,162)(15,760)(16,088) $

—
—
—
—

The fair values of lead forward contracts are calculated using observable prices for lead as quoted on the London Metal Exchange (“LME”) and, therefore, wereclassified as Level 2 within the fair value hierarchy as described in Note 1, Summary of Significant Accounting Policies.
The fair values for foreign currency forward contracts, interest rate swaps, and net investment hedges are based upon current quoted market prices and areclassified as Level 2 based on the nature of the underlying market in which these derivatives are traded.
The fair value of interest rate swap agreements are based on observable prices as quoted for receiving the variable one month term SOFR and paying fixedinterest rates and, therefore, were classified as Level 2.
Financial Instruments
The fair values of the Company’s cash and cash equivalents approximate carrying value due to their short maturities.
The fair value of the Company’s short-term debt and borrowings under the Second Amended Credit Facility (as defined in Note 10), approximate theirrespective carrying value, as they are variable rate debt and the terms are comparable to market terms as of the balance sheet dates and are classified as Level 2.
The fair value of the Company's 2032 Notes and 2027 Notes, (collectively, the “Senior Notes”) represent the trading values based upon quoted market prices
and are classified as Level 2. The 2032 Notes were trading at approximately 100% of face value on March 31, 2024. The 2027 Notes were trading at
approximately 94% and 92% of face value on March 31, 2024 and March 31, 2023, respectively.

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The carrying amounts and estimated fair values of the Company’s derivatives and Senior Notes at March 31, 2024 and 2023 were as follows:
March 31, 2024
Carrying
AmountFinancial assets:
Derivatives(1)Financial liabilities:
Senior Notes (2)Derivatives(1)March 31, 2023
Carrying
AmountFair Value

$

—

$

$

600,000 $(17,301)—$

582,750 $(17,301)

Fair Value

—

$

—

300,000 $(16,088)

276,000(16,088)(1) Represents lead, foreign currency forward contracts, interest rate swaps, and net investment hedges (see Note 13 for asset and liability positions of thelead, foreign currency forward contracts and net investment hedges at March 31, 2024 and March 31, 2023).
(2) The fair value amount of the Senior Notes at March 31, 2024 and March 31, 2023 represent the trading value of the instruments.
Non-recurring fair value measurements
The valuation of goodwill and other intangible assets is based on information and assumptions available to the Company at the time of acquisition, using
income and market approaches to determine fair value. The Company tests goodwill and other intangible assets annually for impairment, or when indications ofpotential impairment exist (see Note 1).
Goodwill is tested for impairment by determining the fair value of the Company’s reporting units. The unobservable inputs used to measure the fair value of thereporting units include projected growth rates, profitability, and the risk factor premium added to the discount rate. The remeasurement of the reporting unit fairvalue is classified as a Level 3 fair value assessment due to the significance of unobservable inputs developed using company-specific information.
The inputs used to measure the fair value of other intangible assets were largely unobservable and accordingly were also classified as Level 3. The fair value of
trademarks is based on an estimate of the royalties saved that would have been paid to a third party had the Company not owned the trademark. The fair valueof other indefinite-lived intangibles was estimated using the income approach, based on cash flow projections of revenue growth rates, taking into considerationindustry and market conditions.
On November 8, 2023, the Company's Board of Directors approved a plan to stop production and operations of residential renewable energy products, which
include our OutBack and Mojave brands. Management determined that residential renewable energy products no longer fit with the Company’s core strategy
and resources will be better allocated toward commercial energy solutions for enterprise customers. As a result the Company's indefinite-lived trademark, whichwere acquired through acquisition, was recorded at fair value on a non-recurring basis at $880 and the remeasurement resulted in an impairment of $6,020 in thethird quarter of fiscal 2024. In determining the fair value of these assets, the Company used a royalty rate of 1.5% based on comparable market rates and useddiscount rate of 24.5%. The inputs used to measure the fair value were largely unobservable and accordingly were classified as Level 3.
In the fourth quarter of fiscal 2024, the Company finalized a strategy to stop marketing certain brands including the Purcell products. These indefinite-lived
trademarks, which were acquired through acquisitions, were recorded at fair value on a non-recurring basis at $7,599 and the remeasurement resulted in the full
impairment charge of the carrying value.
In connection with the annual impairment testing conducted as of January 2, 2023, two of the Company's indefinite-lived trademarks, which were acquired
through acquisitions, were recorded at fair value on a non-recurring basis at $6,900 and the remeasurements resulted in an impairment of $480. In determining
the fair value of these assets, the Company used a royalty rate of 1.5% based on comparable market rates and used discount rate of 24.0%. In fiscal 2022, theCompany recorded an impairment relating to additional two trademarks, which were recorded at a fair value on a non-recurring basis of $980 and theremeasurement resulted in an impairment of $1,178. In determining the fair value of these assets, the Company used a royalty rate of 1.25% based oncomparable market rates and used a discount rate of 13.0% and 14.5%.
These impairment charges relating to goodwill and indefinite-lived trademarks are included under the captions Impairment of goodwill and Impairment ofindefinite-lived intangibles in the Consolidated Statements of Income.

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Ooltewah
On June 29, 2022, the Company committed to a plan to close its facility in Ooltewah, Tennessee, which focused on manufacturing flooded motive power
batteries for electric forklifts. Management determined that future demand for traditional motive power flooded cells will decrease as customers transition tomaintenance free product solutions in lithium and Thin Plate Pure Lead (TPPL). As a result, the Company concluded that the carrying value of the asset group
was not recoverable and recorded during the first quarter of fiscal 2023 a write-off of $7,300 of the fixed assets, for which there is expected to be no salvageablevalue. The valuation technique used to measure the fair value of fixed assets was a combination of the income and market approaches. The inputs used tomeasure the fair value of these fixed assets under the income approach were largely unobservable and accordingly were classified as Level 3
RussiaIn February 2022, as a result of the Russia-Ukraine conflict, economic sanctions were imposed on Russian individuals and entities, including financial
institutions, by countries around the world, including the U.S. and the European Union. On March 3, 2022, the Company announced that it was indefinitely
suspending its operations in Russia in order to comply with the sanctions. As a result of this decision, the Company wrote off net assets of $3,999 relating to its
Russian subsidiary, based on a non-recurring basis.
Vijayawada, India
During fiscal 2021, the Company committed to a plan to close its facility in Vijayawada, India to align with its strategic vision for the new line of businessstructure and footprint. As a result of this decision, in fiscal 2022, the Company reclassified property, plant and equipment with a carrying value of $4,573 toassets held for sale on the Consolidated Balance Sheet and recognized an impairment loss of $2,973 under the caption Loss on assets held for sale on its
consolidated statement of income, by recording the carrying value of these assets to their estimated fair value of $1,600, based on a non-recurring basis. The fairvalue was based on the expected proceeds, less costs to sell.
Hagen, Germany
In fiscal 2021, the Company committed to a plan to substantially close all of its facility in Hagen, Germany, which produces flooded motive power batteries forforklifts. Management determined that future demand for the motive power batteries produced at this facility was not sufficient, given the conversion fromflooded to maintenance free batteries by customers, the existing number of competitors in the market, as well as the near term decline in demand and increased
uncertainty from the pandemic. As a result, the Company concluded that the carrying value of the asset group is not recoverable and recorded a write-off of$3,975 of the fixed assets to their estimated fair value of $14,456, which was recognized in the third quarter of fiscal 2021. The valuation technique used tomeasure the fair value of fixed assets was a combination of the income and market approaches. The inputs used to measure the fair value of these fixed assets
under the income approach were largely unobservable and accordingly were classified as Level 3.

13. Derivative Financial Instruments
The Company utilizes derivative instruments to reduce its exposure to fluctuations in commodity prices, foreign exchange rates and interest under establishedprocedures and controls. The Company does not enter into derivative contracts for speculative purposes. The Company’s agreements are with creditworthy
financial institutions and the Company anticipates performance by counterparties to these contracts and therefore no material loss is expected.
Derivatives in Cash Flow Hedging Relationships
Lead Forward Contracts
The Company enters into lead forward contracts to fix the price for a portion of its lead purchases. Management considers the lead forward contracts to beeffective against changes in the cash flows of the underlying lead purchases. The vast majority of such contracts are for a period not extending beyond one year.
At March 31, 2024 and 2023, the Company has hedged the price to purchase approximately 53.0 million pounds and 50.0 million pounds of lead, respectively,
for a total purchase price of $49,977 and $47,921, respectively.

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Foreign Currency Forward Contracts
The Company uses foreign currency forward contracts and options to hedge a portion of the Company’s foreign currency exposures for lead, as well as otherforeign currency exposures so that gains and losses on these contracts offset changes in the underlying foreign currency denominated exposures. The vast
majority of such contracts are for a period not extending beyond one year. As of March 31, 2024 and 2023, the Company had entered into a total of $46,159 and$45,823, respectively, of such contracts.
Interest Rate Swap Agreements
The Company is exposed to changes in variable interest rates on borrowings under our credit agreement. On a selective basis, from time to time, it enters into
interest rate swap agreements to reduce the negative impact that increases in interest rates could have on our outstanding variable rate debt. At March 31, 2024
and 2023 such agreements effectively convert $200,000 of our variable-rate debt to a fixed-rate basis, utilizing the one-month term SOFR, as a floating rate
reference. Fluctuations in SOFR and fixed rates affect both our net financial investment position and the amount of cash to be paid or received by us under these
agreements.
Derivatives in Net Investment Hedging Relationships
Net Investment Hedges
The Company uses cross currency fixed interest rate swaps to hedge its net investments in foreign operations against future volatility in the exchange rates
between the U.S. Dollar and Euro.
On September 29, 2022, the Company terminated its $300,000 cross-currency fixed interest rate swap contracts, originally entered into on December 23, 2021,
and received a net settlement of $43,384. The cash proceeds were included in Proceeds from termination of net investment hedges in our Consolidated
Statements of Cash Flows.
On September 29, 2022, the Company entered into cross-currency fixed interest rate swap contracts with an aggregate notional amount of $150,000, maturing
on December 15, 2027. The cross-currency fixed interest rate swap contracts qualify for hedge accounting as a net investment hedging instrument, which allows
for them to be remeasured to foreign currency translation adjustment within AOCI (“Accumulated Other Comprehensive Income”) to offset the translation risk
from those investments. Balances in the foreign currency translation adjustment accounts remain until the sale or substantially complete liquidation of theforeign entity, upon which they are recognized as a component of income (expense).
Impact of Hedging Instruments on AOCI
In the coming twelve months, the Company anticipates that $1,784 of pretax gain relating to lead, foreign currency forward contracts, interest rate swaps, andnet investment hedges will be reclassified from AOCI as part of cost of goods sold and interest expense. This amount represents the current net unrealized
impact of hedging lead, foreign exchange rates and interest rates, which will change as market rates change in the future. This amount will ultimately berealized in the Consolidated Statements of Income as an offset to the corresponding actual changes in lead, foreign exchange rates and lead costs resulting fromvariable lead cost, foreign exchange and interest rates hedged.
Derivatives not Designated in Hedging Relationships
Foreign Currency Forward Contracts
The Company also enters into foreign currency forward contracts to economically hedge foreign currency fluctuations on intercompany loans and foreign
currency denominated receivables and payables. These are not designated as hedging instruments and changes in fair value of these instruments are recorded
directly in the Consolidated Statements of Income. As of March 31, 2024 and 2023, the notional amount of these contracts was $69,319 and $102,558,
respectively.

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Presented below in tabular form is information on the location and amounts of derivative fair values in the Consolidated Balance Sheets and derivative gains
and losses in the Consolidated Statements of Income:Fair Value of Derivative Instruments
March 31, 2024 and 2023
Derivatives and Hedging Activities
Designated as Cash Flow Hedges

March 31, 2024

Prepaid and other current assets:
Lead forward contracts
Foreign currency forward
contracts
Other Assets:
Interest rate swaps
Total assets$—

March 31, 2023$

396

Accrued expenses:
Lead forward contracts
Foreign currency forward
contracts
Other liabilities:
Interest rate swaps
Net investment hedges
Total liabilities

Derivatives and Hedging Activities Designatedas Net Investment Hedges

March 31, 2024

—

$

723

Derivatives and Hedging Activities Not
Designated as Hedging Instruments

March 31, 2023

—

$

—

—

March 31, 2024

$

—

—

March 31, 2023

$

—

—
200

$

2,696
3,092

$

—
723

$

—
—

$

—
—

$

—
—

$

—
200

$

835

$

89

$

—

$

—

$

—

$

—

$

—

—

—

—

391

—

—
—
835

1,162
—
1,251

—
19,167
19,167—
15,76015,760

—
—
391

—
—
—

$

$

$

$

$

The Effect of Derivative Instruments on the Consolidated Statements of Income
For the fiscal year ended March 31, 2024

Derivatives Designated as Cash Flow Hedges

Lead forward contracts
Foreign currency forward contracts
Interest Rate Swaps
Total

Location of Gain
(Loss) Reclassified
from
AOCI into Income(Effective Portion)

Pretax Gain (Loss)
Recognized in AOCI on
Derivative (Effective Portion)

$

(455)
1,740
6,915
8,200

$

Derivatives Designated as Net Investment Hedges

Pretax Gain (Loss)
Recognized in AOCI on
Derivative (Effective Portion)

Cross currency fixed interest rate swaps
Total

$
$

Cost of goods sold $Cost of goods soldInterest expense$

Location of Gain
(Loss) Reclassified
from
AOCI into Income(Effective Portion)(2,695)(2,695)

Pretax Gain (Loss) Reclassified
from AOCI into Income(Effective Portion)

Pretax Gain (Loss) Reclassified
from AOCI into Income(Effective Portion)

Interest expense $$Location of Gain (Loss)
Recognized in Income
on Derivatives

Derivatives Not Designated as Hedging Instruments

Foreign currency forward contracts
Total

Other (income) expense, net $
$

84

5,388
612
3,057
9,057

713
713

Pretax Gain (Loss)

(846)
(846)

Table of Contents

The Effect of Derivative Instruments on the Consolidated Statements of Income
For the fiscal year ended March 31, 2023

Derivatives Designated as Cash Flow Hedges

Lead forward contracts
Foreign currency forward contracts
Interest rate swaps
Total

Location of Gain
(Loss) Reclassified
from
AOCI into Income(Effective Portion)

Pretax Gain (Loss)
Recognized in AOCI on
Derivative (Effective Portion)$(3,883)
1,849(1,162)(3,196)$

Derivatives Designated as Net Investment Hedges

Pretax Gain (Loss)
Recognized in AOCI on
Derivative (Effective Portion)

Cross currency fixed interest rate swaps
Total

$
$

29,021
29,021

Pretax Gain (Loss) Reclassified
from AOCI into Income(Effective Portion)

Cost of goods sold $Cost of goods soldInterest Expense$

Location of Gain
(Loss) Reclassified
from
AOCI into Income(Effective Portion)

Pretax Gain (Loss) Reclassified
from AOCI into Income(Effective Portion)

Interest expense $$Location of Gain (Loss)
Recognized in Income
on Derivatives

Derivatives Not Designated as Hedging Instruments

Foreign currency forward contracts
Total(3,765)
2,589—(1,176)

3,587
3,587

Pretax Gain (Loss)

Other (income) expense, net $
$

1,182
1,182

The Effect of Derivative Instruments on the Consolidated Statements of Income
For the fiscal year ended March 31, 2022

Derivatives Designated as Cash Flow Hedges

Lead forward contracts
Foreign currency forward contracts
Total

Pretax Gain (Loss)
Recognized in AOCI on
Derivative (Effective Portion)$

12,193941
13,134$

Derivatives Designated as Net Investment Hedges

Pretax Gain (Loss)
Recognized in AOCI on
Derivative (Effective Portion)

Cross currency fixed interest rate swaps
Total

$
$

1,479
1,479

Location of Gain
(Loss) Reclassified
from
AOCI into Income(Effective Portion)

Pretax Gain (Loss) Reclassified
from AOCI into Income(Effective Portion)

Cost of goods sold $Cost of goods sold$

Location of Gain
(Loss) Reclassified
from
AOCI into Income(Effective Portion)

Pretax Gain (Loss) Reclassified
from AOCI into Income(Effective Portion)

Interest expense $$Location of Gain (Loss)
Recognized in Income
on Derivatives

Derivatives Not Designated as Hedging Instruments

Foreign currency forward contracts
Total

Other (income) expense, net $
$

85

8,974
768
9,742

1,181
1,181

Pretax Gain (Loss)

(157)
(157)

Table of Contents

14. Income Taxes
Fiscal year ended March 31,
2024

Current income tax expense
Current:
FederalState
Foreign
Total current income tax expense
Deferred income tax (benefit) expense
FederalState
Foreign
Total deferred income tax (benefit) expense
Total income tax expense

$

2023

21,785
3,252
27,39652,433$

21,203
5,654
23,20850,065(25,008)(3,564)(772)(29,344)
23,089 $

$

2022

$

9,558
4,022
15,333
28,913(18,370)(2,534)
5,668(15,236)
34,829 $1,183(1,453)1,385
1,115
30,028

Earnings before income taxes consists of the following:
Fiscal year ended March 31,
2024

United States
Foreign
Earnings before income taxes

$
$

2023

99,230
192,955
292,185$$2022

38,703
171,936
210,639$$

Income taxes paid by the Company for the fiscal years ended March 31, 2024, 2023 and 2022 were $28,810, $46,309 and $50,484, respectively.

86

21,871
152,068
173,939

Table of Contents

The following table sets forth the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities:
March 31,2024

Deferred tax assets:
Accounts receivable
Inventories
Net operating loss carryforwards
Lease liabilities
Capitalized R&D Expenditures
Accrued expenses
Other assets
Gross deferred tax assets
Less valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Property, plant and equipment
Lease Right-of-use assets
Intangible assets
Other liabilities
Total deferred tax liabilities
Net deferred tax assets (liabilities)

$

$

2023

309 $
13,47251,00520,081
32,74035,132
29,079
181,818(35,754)
146,064

219
6,387
48,801
20,88816,37831,94922,029146,651(31,172)
115,479

45,49320,071
56,726
4,560
126,850
19,21442,884
20,88859,152
4,521
127,445(11,966)$

The Company has approximately $539 in United States federal net operating loss carryforwards, all of which are limited by Section 382 of the Internal Revenue
Code, with expirations between 2024 and 2028. The Company has approximately $211,489 of foreign net operating loss carryforwards, of which $111,526 may
be carried forward indefinitely and $99,963 expire between fiscal 2024 and fiscal 2042. In addition, the Company also has approximately $25,646 of state net
operating loss carryforwards with expirations between fiscal 2024 and fiscal 2043.
The following table sets forth the changes in the Company's valuation allowance for fiscal 2024, 2023 and 2022:
Balance at
Beginning of
PeriodFiscal year ended March 31, 2022
Fiscal year ended March 31, 2023
Fiscal year ended March 31, 2024
(1)$

31,92831,017
31,172

Additions
Charged to
Expense

$

4,486
2,654
9,463

Valuation Allowance
Reversal$(1,535) $(586)(2,614)

(1)

Other

(3,862) $(1,913)(2,267)

Balance at
End ofPeriod31,017
31,17235,754

Includes the impact of currency changes and the expiration of net operating losses for which a full valuation allowance was recorded.

As of March 31, 2024 and 2023, the Company had no federal valuation allowance and the valuation allowance associated with the state tax jurisdictions was$535 and $343, respectively.
As of March 31, 2024 and 2023, the valuation allowance associated with certain foreign tax jurisdictions was $35,219 and $30,829, respectively. Of the netincrease of $4,389, $6,656 was recorded as an increase to tax expense primarily related to deferred tax assets generated in the current year that the Company
believes are not more likely than not to be realized, offset by $(2,267) primarily related to foreign currency translation adjustments and expiration of foreign net
operating losses for which a full valuation allowance was recorded.

87

Table of Contents

A reconciliation of income taxes at the statutory rate (21.0% for fiscal 2024, 2023 and 2022) to the income tax provision is as follows:
Fiscal year ended March 31,
2024

United States statutory income tax expense
Increase (decrease) resulting from:State income taxes, net of federal effectNondeductible expenses and otherNet effect of GILTI, FDII, BEAT
Effect of foreign operations
Valuation allowance
Research and Development Credit
IRA Impact
Income tax expense

2023

$

61,358

$

$

(995)
3,833
3,313
(17,475)
6,849(5,158)(28,636)
23,089 $2022

44,233$36,527

1,714
6,028
2,457
(12,978)
2,068(5,063)(3,630)34,829 $

1,724
1,217
5,405
(14,192)
2,951(3,604)—30,028The effective income tax rates for the fiscal years ended March 31, 2024, 2023 and 2022 were 7.9%, 16.5% and 17.3%, respectively. The effective income tax
rate with respect to any period may be volatile based on the mix of income in the tax jurisdictions in which the Company operates and the amount of its
consolidated income before taxes. The rate decrease in fiscal 2024 compared to fiscal 2023 is primarily due to the impact of IRA offset by changes in mix ofearnings among tax jurisdictions. The rate decrease in fiscal 2023 compared to fiscal 2022 is primarily due to the impact of IRA offset by changes in mix ofearnings among tax jurisdictions.
In fiscal 2024, the foreign effective income tax rate on foreign pre-tax income of $192,955 was 13.8%. In fiscal 2023, the foreign effective income tax rate on
foreign pre-tax income of $171,936 was 16.8% and in fiscal 2022, the foreign effective income tax rate on foreign pre-tax income of $152,068 was 11.0%.The
rate decrease in fiscal 2024 compared to fiscal 2023 is primarily due to additional income taxes recorded on undistributed earnings in fiscal 2023 and changes inmix of earnings among tax jurisdictions. The rate increase in fiscal 2023 compared to fiscal 2022 is primarily due to a reduction in favorable permanent items
and changes in mix of earnings among tax jurisdictions.
Income from the Company's Swiss subsidiary comprised a substantial portion of its overall foreign mix of income for the fiscal years ended March 31, 2024,
2023 and 2022 and was taxed, excluding the impact from the Swiss tax reform, at approximately 9%, 7% and 4%, respectively.
The Company has approximately $1,352,000 and $1,340,000 of undistributed earnings of foreign subsidiaries for fiscal years 2024 and 2023, respectively. A
small portion of the above earnings were no longer considered indefinitely reinvested, as a result, the Company recorded additional income taxes in prior years.
The Company intends to continue to be indefinitely reinvested on the remaining undistributed foreign earnings and outside basis differences and therefore, noadditional income taxes have been provided.
Uncertain Tax Positions
The following table summarizes activity of the total amounts of unrecognized tax benefits:
Fiscal year ended March 31,
2024

Balance at beginning of year
Increases related to current year tax positions
Increases related to prior year tax positions
Decreases related to prior tax positions
Decreases related to prior year tax positions settled
Lapse of statute of limitations
Balance at end of year

$

$

88

2023

3,495 $
(2)
—
(129)
—
(519)
2,845 $

2022

4,770 $
24
(1)
—
(77)
(1,221)
3,495 $

6,785
21
598
—
(784)
(1,850)4,770

Table of Contents

All of the balance of unrecognized tax benefits at March 31, 2024, if recognized, would be included in the Company’s Consolidated Statements of Income andhave a favorable impact on both the Company’s net earnings and effective tax rate.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions and is routinely subject toincome tax examinations. As of March 31, 2024, the most significant tax examinations in process are the United States and Switzerland. The Company
regularly assesses the likely outcomes of its tax audits and disputes to determine the appropriateness of its tax reserves. However, any tax authority could take aposition on tax treatment that is contrary to the Company’s expectations, which could result in tax liabilities in excess of reserves. With few exceptions, theCompany is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2009.
While the net effect on total unrecognized tax benefits cannot be reasonably estimated, approximately $533 is expected to reverse in fiscal 2024 due toexpiration of various statute of limitations.
The Company recognizes tax related interest and penalties in income tax expense in its Consolidated Statements of Income. As of March 31, 2024 and 2023, theCompany had an accrual of $455 and $435, respectively, for interest and penalties.

15. Retirement Plans
Defined Benefit Plans
The Company sponsors several retirement and pension plans covering eligible salaried and hourly employees. The Company uses a measurement date ofMarch 31 for its pension plans.
Net periodic pension cost for fiscal 2024, 2023 and 2022, includes the following components:
United States Plans

International Plans

Fiscal year ended March 31,

Fiscal year ended March 31,

2024

Service cost
Interest cost
Expected return on plan assets
Amortization and deferral
Net periodic benefit cost

$

$

2023

— $
657
(424)
—
233 $

2022

— $
582
(455)
—
127 $

89

2024

— $
517
(526)
7
(2) $

884 $
2,215
(1,244)326
2,181 $

2023

918 $
1,715
(2,005)478
1,106 $

2022

1,114
1,427
(2,200)
1,205
1,546

Table of Contents

The following table sets forth a reconciliation of the related benefit obligation, plan assets, and accrued benefit costs related to the pension benefits provided by
the Company for those employees covered by defined benefit plans:
United States Plans

International Plans

March 31,2024

Change in projected benefit obligation
Benefit obligation at the beginning of the period
Service cost
Interest cost
Benefits paid, inclusive of plan expenses
Plan curtailments and settlements
Plan combinations
Actuarial (gains) losses
Foreign currency translation adjustment
Benefit obligation at the end of the period

Change in plan assets
Fair value of plan assets at the beginning of the period
Actual return on plan assets
Employer contributions
Benefits paid, inclusive of plan expenses
Plan curtailments and settlements
Foreign currency translation adjustment
Fair value of plan assets at the end of the period
Funded status surplus (deficit)$

March 31,
2023

2024

2023

14,056 $
—
657
(865)
—
—
(535)
—
13,313 $16,205 $
—
582
(843)
—
—
(1,888)—14,056 $51,718 $884
2,215(2,353)
—
1,835
633
874
55,806 $70,833918
1,715(2,052)——(15,995)(3,701)
51,718$

13,975 $
2,043
—
(865)
—
—
15,153 $16,166 $(1,348)—(843)——
13,975 $40,104 $(7,717)
1,655(2,353)—874
32,563 $42,067(3,722)
6,428(2,052)—(2,617)
40,104$1,840(81) $(23,243) $(11,614)$$$

March 31,2024

Amounts recognized in the Consolidated Balance Sheets consist of:Non-current assets
Accrued expenses
Other liabilities
Funded status deficit

$

$

2023

5,606 $
(1,497)(25,512)(21,403) $14,147(1,314)(24,528)(11,695)

The following table represents pension components (before tax) and related changes (before tax) recognized in AOCI for the Company’s pension plans for theyears ended March 31, 2024, 2023 and 2022:
Fiscal year ended March 31,
2024

Amounts recorded in AOCI before taxes:
Prior service cost
Net loss
Net amount recognized

$
$

2023

(85) $(9,590)(9,675) $2022(128) $
(2,307)(2,435) $The following table represents changes in plan assets and benefit obligations recognized in AOCI for the Company’s pension plans for the years ended
March 31, 2024, 2023 and 2022:

90

(174)
(14,049)(14,223)

Table of Contents

Fiscal year ended March 31,
2024

Changes in plan assets and benefit obligations:
New prior service cost
Net loss (gain) arising during the year
Effect of exchange rates on amounts included in AOCI
Amounts recognized as a component of net periodic benefit costs:
Amortization of prior service cost
Amortization or settlement recognition of net loss
Total recognized in other comprehensive (income) loss

2023

$

—
7,439
127

$

2022

$

— $
(10,352)(957)—(9,362)
(883)

(42)
(284)
7,240 $

(41)(438)
(11,788) $(45)(1,167)(11,457)

The amounts included in AOCI as of March 31, 2024 that are expected to be recognized as components of net periodic pension cost (before tax) during the next
twelve months are as follows:
Prior service cost
Net loss
Net amount expected to be recognized

$

(42)
(465)
(507)

$

The accumulated benefit obligation related to all defined benefit pension plans and information related to unfunded and underfunded defined benefit pension
plans at the end of each fiscal year are as follows:
United States Plans

International Plans

March 31,2024

All defined benefit plans:
Accumulated benefit obligation
Unfunded defined benefit plans:
Projected benefit obligation
Accumulated benefit obligation
Defined benefit plans with a projected benefit obligation in excess of the fair value ofplan assets:
Projected benefit obligation
Fair value of plan assets
Defined benefit plans with an accumulated benefit obligation in excess of the fair valueof plan assets:
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets

91

March 31,
2023

2024

2023

$

13,313$

14,056$53,169$49,290

$

—
—

$

—
—

$

27,00924,930$25,562
23,704$——$

11,671
11,403$27,009—$25,908
335

$

—
—
—

$

11,671
11,671
11,403$27,00924,930—$25,562
23,704—

Table of Contents

Assumptions
Significant assumptions used to determine the net periodic benefit cost for the U.S. and International plans were as follows:

United States Plans

International Plans

Fiscal year ended March 31,

Fiscal year ended March 31,

2024

Discount rate
Expected return on plan assets
Rate of compensation increase

2023

4.9 %
5.5
N/A

2022

3.7 %
5.5
N/A

2024

3.0 %
5.5
N/A

2023

3.5%-6.0%
4.0-4.7
2.3-4.52022

1.5%-5.4%
3.1-5.3
1.8-5.5

0.5%-2.3%
2.7-5.3
1.5-4.0

N/A = not applicable
Significant assumptions used to determine the projected benefit obligations for the U.S. and International plans were as follows:

United States Plans

International Plans

March 31,2024

Discount rate
Rate of compensation increase

March 31,
2023

5.2 %
N/A

2024

4.9 %
N/A

3.8%-5.3%
2.5-4.52023

3.5%-6%
2.3-4.5

N/A = not applicable
The United States plans do not include compensation in the formula for determining the pension benefit as it is based solely on years of service.
The expected long-term rate of return for the Company’s pension plan assets is based upon the target asset allocation and is determined using forward looking
assumptions in the context of historical returns and volatilities for each asset class, as well as correlations among asset classes. The Company evaluates the rateof return assumptions for each of its plans on an annual basis.
Pension Plan Investment Strategy
The Company’s investment policy emphasizes a balanced approach to investing in securities of high quality and ready marketability. Investment flexibility is
encouraged so as not to exclude opportunities available through a diversified investment strategy.
Equity investments historically were maintained within a target range of 40% - 75% of the total portfolio market value for the U.S. plans and with a target of
approximately 65% for international plans. The investment strategy for the U.S. plan has been updated this year to reflect a de-risking exercise that occurred
where the U.S. plan moved from approximately 60% equity to all cash and fixed income. The UK plan purchased a buy-in annuity insurance contract is fiscal
2024 and now the UK plan is fully insured. Investments in debt securities include issues of various maturities, and the average quality rating of bonds should be
investment grade with a minimum quality rating of “B” at the time of purchase.
The Company periodically reviews the asset allocation of its portfolio. The proportion committed to equities, debt securities and cash and cash equivalents is afunction of the values available in each category and risk considerations. The plan’s overall return will be compared to and is expected to meet or exceed
established benchmark funds and returns over a three to five year period.
The objectives of the Company’s investment strategies are: (a) the achievement of a reasonable long-term rate of total return consistent with an emphasis onpreservation of capital and purchasing power, (b) stability of annual returns through a portfolio that reflects a conservative mix of risk versus return, and(c) reflective of the Company’s willingness to forgo significantly above-average rewards in order to minimize above-average risks. These objectives may not be
met each year but should be attained over a reasonable period of time.

92

Table of Contents

The following table represents the Company's pension plan investments measured at fair value as of March 31, 2024 and 2023 and the basis for thatmeasurement:
March 31, 2024
United States Plans
Quoted Price
In Active
Marketsfor Identical
Assets(Level 1)

Total Fair
Value
Measurement

Asset category:
Cash and cash equivalents
Equity securities
US(a)International(b)Fixed income(c)Other investments(d)
Total

$

5,473

$

—
—
9,680
—
$

15,153

5,473

Significant
Other
Observable
Inputs(Level 2)$

15,153Significant
Unobservable
Inputs(Level 3)

—

—
—
9,680
—
$

International Plans

$

—

—
—
—
—
$

—

Total Fair
Value
Measurement

$

3,752

—
—
—
—
$

—

Quoted Price
In Active
Marketsfor Identical
Assets(Level 1)

$

—
—
314
28,497$32,563

3,752

Significant
Other
Observable
Inputs(Level 2)

$

—

—
—
—
—
$

3,752

Significant
Unobservable
Inputs(Level 3)

$

—
—
314
—
$

314

—
—
—
—
28,497$28,497

March 31, 2023
United States Plans
Quoted Price
In Active
Marketsfor Identical
Assets(Level 1)

Total Fair
Value
Measurement

Asset category:
Cash and cash equivalents
Equity securities
US(a)International(b)Fixed income(c)
Total

$

1,714

$

8,308
—
3,953
$

13,975

1,714

Significant
Other
Observable
Inputs(Level 2)

$

8,308
—
3,953
$

13,975International Plans
Significant
Unobservable
Inputs(Level 3)

—

$

—
—
—
$

—

—

Total Fair
Value
Measurement

$

—
—
—
$

—

Quoted Price
In Active
Marketsfor Identical
Assets(Level 1)

7,775

$

—
—
32,329$40,104

7,775

Significant
Other
Observable
Inputs(Level 2)

$

—
—
—
$

7,775

Significant
Unobservable
Inputs(Level 3)

—

$

—
—
32,329$32,329

—
—
—
—

$

—

The fair values presented above were determined based on valuation techniques to measure fair value as discussed in Note 1.
(a) US equities include companies that are well diversified by industry sector and equity style (i.e., growth and value strategies). Active and passive
management strategies are employed. Investments are primarily in large capitalization stocks and, to a lesser extent, mid- and small-cap stocks.
(b) International equities are invested in companies that are traded on exchanges outside the U.S. and are well diversified by industry sector, country andequity style. Active and passive strategies are employed. The vast majority of the investments are made in companies in developed markets with a small
percentage in emerging markets.
(c) Fixed income consists primarily of investment grade bonds from diversified industries.
(d) Other investments consists of a buy-in annuity insurance contract. The fair value of the buy-in policy is set equal to the value of the obligations as
determined by the actuary. This value is considered Level 3 due to the use of the significant unobservable inputs.
Level 3 Rollforward
The following presents our Level 3 Rollforward for our defined pension plan assets:
Beginning of year balance as of March 31, 2023
Actual return on plan assets, relating to assets still held at the reporting date
Purchases
Change due to exchange rate changes
End of year balance as of March 31, 2024

$
$
$
$
$

93

—
(2,945)31,287155
28,497

Table of Contents

The Company expects to make cash contributions of approximately $1,532 to its pension plans in fiscal 2025.
Estimated future benefit payments under the Company’s pension plans are as follows:
2025
2026
2027
2028
2029
Years 2030-2034

$

3,328
3,312
3,454
4,236
4,616
23,925

Defined Contribution Plan
The Company maintains defined contribution plans primarily in the U.S. and U.K. eligible employees can contribute a portion of their pre-tax and / or after-tax
income in accordance with plan guidelines and the Company will make contributions based on the employees’ eligible pay and /or will match a percentage ofthe employee contributions up to certain limits. Matching contributions charged to expense for the fiscal years ended March 31, 2024, 2023 and 2022 were
$22,819, $20,933 and $18,402, respectively.
16. Stockholders’ Equity
Preferred Stock and Common Stock
The Company’s certificate of incorporation authorizes the issuance of up to 1,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”).
At March 31, 2024 and 2023, no shares of Preferred Stock were issued or outstanding. The Board of Directors of the Company has the authority to specify theterms of any Preferred Stock at the time of issuance.
The following demonstrates the change in the number of shares of common stock outstanding during fiscal years ended March 31, 2022, 2023 and 2024,
respectively:

Shares outstanding as of March 31, 2021
Purchase of treasury stock
Shares issued towards equity-based compensation plans, net of equity awards surrendered for option price and taxes
Shares outstanding as of March 31, 2022
Purchase of treasury stock
Shares issued under equity-based compensation plans, net of equity awards surrendered for option price and taxes
Shares outstanding as of March 31, 2023
Purchase of treasury stock
Shares issued under equity-based compensation plans, net of equity awards surrendered for option price and taxes
Shares outstanding as of March 31, 2024

42,753,020(1,996,334)
229,972
40,986,658(358,365)
272,766
40,901,059(1,002,415)
373,292
40,271,936

Treasury StockIn fiscal 2024, the Company purchased 1,002,415 shares for $95,690. The Company purchased 358,365 shares for $22,907 in fiscal 2023 and 1,996,334 sharesfor $156,366 in fiscal 2022. At March 31, 2024 and 2023, the Company held 16,091,988 and 15,103,554 shares as treasury stock, respectively.

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Treasury Stock ReissuanceDuring fiscal 2024, fiscal 2023 and fiscal 2022, the Company also issued 13,981, 17,077 and 13,858 shares out of its treasury stock, respectively, valued at$62.55 per share, on a FIFO basis, to participants under the Company's Employee Stock Purchase Plan.
Accumulated Other Comprehensive Income (“AOCI”)
The components of AOCI, net of tax, are as follows:
Beginning
Balance

March 31, 2024
Pension funded status adjustment
Net unrealized gain (loss) on derivative instruments
Foreign currency translation adjustment (1)Accumulated other comprehensive loss$$

March 31, 2023
Pension funded status adjustment
Net unrealized gain (loss) on derivative instruments
Foreign currency translation adjustment (1)Accumulated other comprehensive loss$$

March 31, 2022
Pension funded status adjustment
Net unrealized gain (loss) on derivative instruments
Foreign currency translation adjustment
Accumulated other comprehensive loss$$

BeforeReclassifications

Amount Reclassified
from AOCI

EndingBalance(4,423) $1,411(180,462)(183,474) $(5,672) $6,283(15,346)(14,735) $297 $(6,939)—(6,642) $(9,798)755(195,808)(204,851)(12,637) $2,963(133,821)(143,495) $7,872 $
(2,453)(46,641)(41,222) $

342
901
—
1,243

$

(4,423)
1,411(180,462)(183,474)(20,947) $360(95,296)(115,883) $7,374 $
10,063(38,525)(21,088) $936 $(7,460)—(6,524) $(12,637)
2,963(133,821)(143,495)$(1) Foreign currency translation adjustment for the fiscal year ended March 31, 2024, March 31, 2023, March 31, 2022 and includes a $2,615 loss (net of taxes of $797), $19,491
gain (net of taxes of $4,557) and $228 gain (net of taxes $70), respectively, related to the Company's $300,000 and $150,000 cross-currency fixed interest rate swap contracts.

The following table presents reclassifications from AOCI during the twelve months ended March 31, 2024:
Components of AOCI

Amounts Reclassified from AOCI

Location of (Gain) Loss Recognized on Income Statement

Derivatives in Cash Flow Hedging Relationships:

Net unrealized gain on derivative instruments
Tax expense$

Net unrealized gain on derivative instruments, net of tax$

Derivatives in net investment hedging relationships:
Net unrealized gain on derivative instruments
Tax expense
Net unrealized gain on derivative instruments, net of tax(9,057) Cost of goods sold
2,118
(6,939)$(713) Interest expense
167
(546)

$

Defined benefit pension costs:
Prior service costs and deferrals
Tax benefit$

Net periodic benefit cost, net of tax$

Net periodic benefit cost, included in other (income)
326 expense, net - See Note 15
(29)
297

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Table of Contents

The following table presents reclassifications from AOCI during the twelve months ended March 31, 2023:
Components of AOCI

Amounts Reclassified from AOCI

Location of (Gain) Loss Recognized on Income Statement

Derivatives in Cash Flow Hedging Relationships:

Net unrealized loss on derivative instruments
Tax benefit$

Net unrealized loss on derivative instruments, net of tax$

Derivatives in net investment hedging relationships:
Net unrealized gain on derivative instruments
Tax expense
Net unrealized gain on derivative instruments, net of tax

1,176 Cost of goods sold
(275)
901

$

(3,587) Interest expense839(2,748)$

Defined benefit pension costs:
Prior service costs and deferrals
Tax benefit$

Net periodic benefit cost, net of tax$

Net periodic benefit cost, included in other (income)478 expense, net - See Note 15
(136)
342

The following table presents reclassifications from AOCI during the twelve months ended March 31, 2022:
Components of AOCI

Amounts Reclassified from AOCI

Location of (Gain) Loss Recognized on Income Statement

Derivatives in Cash Flow Hedging Relationships:

Net unrealized gain on derivative instruments
Tax benefit
Net unrealized gain on derivative instruments, net of tax$(9,742) Cost of goods sold
2,282
(7,460)$Derivatives in net investment hedging relationships:

Net unrealized gain on derivative instruments
Tax expense
Net unrealized gain on derivative instruments, net of tax$(1,181) Interest expense
276
(905)

$

Defined benefit pension costs:
Prior service costs and deferrals
Tax benefit$

Net periodic benefit cost, net of tax$

Net periodic benefit cost, included in other (income)
1,212 expense, net - See Note 15
(276)
936

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17. Stock-Based Compensation
As of March 31, 2024, the Company maintains the 2023 Equity Incentive Plan (“2023 EIP”). The 2023 EIP reserved 3,614,500 shares of common stock for the
grant of various classes of nonqualified stock options, restricted stock units, market condition-based on total shareholder return (“TSR”) and performance
condition-based share units (“PSU”) and other forms of equity-based compensation. Shares subject to any awards that expire without being exercised or that areforfeited or settled in cash shall again be available for future grants of awards under the 2023 EIP. Shares subject to stock option or stock appreciation rightawards, that have been retained by the Company in payment or satisfaction of the exercise price and any applicable tax withholding obligation of such awards,
shall not be available for future grant under the 2023 EIP.
As of March 31, 2024, 5,449,381 shares are available for future grants. The Company’s equity incentive plans are intended to provide an incentive to employees
and non-employee directors of the Company to remain in the service of the Company and to increase their interest in the success of the Company in order topromote the long-term interests of the Company. The plans seek to promote the highest level of performance by providing an economic interest in the long-term
performance of the Company. The Company settles employee share-based compensation awards with newly issued shares.
Stock Options
During fiscal 2024, the Company granted to management and other key employees 200,314 non-qualified options that vest ratably over 3 years from the date of
grant. Options expire 10 years from the date of grant.
The Company recognized stock-based compensation expense relating to stock options of $7,022, with a related tax benefit of $730 for fiscal 2024, $6,232 witha related tax benefit of $848 for fiscal 2023 and $6,235 with a related tax benefit of $738 for fiscal 2022.
For purposes of determining the fair value of stock options granted, the Company used a Black-Scholes Model with the following assumptions:2024

Risk-free interest rate
Dividend yield
Expected life (years)
Volatility

2023

4.24 %
0.95 %
6
38.3 %

972022

2.92 %
0.99 %
6
37.4 %

0.89 %
0.76 %
6
37.3 %

Table of Contents

The following table summarizes the Company’s stock option activity in the years indicated:
WeightedAverage
Remaining
Contract
Term (Years)

Number of
Options

WeightedAverage
Exercise
Price

Options outstanding as of March 31, 2021
GrantedExercised
Forfeited
ExpiredOptions outstanding as of March 31, 2022
GrantedExercised
Forfeited
ExpiredOptions outstanding as of March 31, 2023
GrantedExercised
Forfeited
ExpiredOptions outstanding as of March 31, 2024

799,501
246,222(42,640)(27,478)—975,605
310,140(75,180)(9,575)(4,679)1,196,311
200,314(197,350)(9,166)—
1,190,109

7.8 $Options exercisable as of March 31, 2024

713,932
1,176,995

Options vested and expected to vest, as of March 31, 2024

Aggregate
Intrinsic
Value

72.31
97.32
65.71
71.26
—
78.94
75.33
65.22
80.05
85.12
78.83
101.04
71.81
78.68
—

$

7.0 $

83.74

$

15,043

5.9 $

79.70

$

11,178

7.0 $

83.66

$

14,944

7.5 $

7.3 $

$

$

14,781
—
1,079
520
—
3,605
—
1,561
39
—
12,150
—
6,110
158
—

The following table summarizes information regarding stock options outstanding as of March 31, 2024:
Number of
Options

Range of Exercise Prices$57.60-$60.00$60.01-$70.00$70.01-$80.00$80.01-$90.00$90.01-$100.00$100.01-$104.18

98,68026,118423,674
219,580
140,375
281,682
1,190,109

WeightedAverage
Remaining
Contractual Life (Years)

5.0
0.9
7.4
5.3
8.3
8.3

WeightedAverage
Exercise Price

$
$
$
$
$
$

57.73
68.76
75.50
83.00
93.16
102.51

7.0 $

83.74

Restricted Stock Units, Market and Performance-condition based Awards
Non-Employee Directors
In fiscal 2024, the Company granted to non-employee directors 21,147 deferred restricted stock units (“DSU”) at the fair value of $76.83 per unit at the date of
grant. In fiscal 2023, such grants amounted to 39,792 DSU's at the fair value of $42.95 per unit at the date of grant and in fiscal 2022, such grants amounted to
24,055 DSU's units at the fair value of $60.29 unit at the date of grant. The awards vest immediately upon the date of grant and are settled in shares of common
stock six months after termination of service as a director.

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The Company also granted to non-employee directors, during fiscal 2024, fiscal 2023 and fiscal 2022, 8,386, 1,635, and 781 restricted stock units, respectively,
at fair values of $94.34, $66.90 and $88.27, respectively, under the deferred compensation plan for non-employee directors.
Employees
In fiscal 2024, the Company granted to management and other key employees 269,751 restricted stock units that vest ratably over four years from the date of
grant, at the fair value of $94.31 per restricted stock unit.
In fiscal 2023, the Company granted to management and other key employees 345,449 restricted stock units that vest ratably over four years from the date of
grant at the fair value of $70.88 per restricted stock unit.
In fiscal 2022, the Company granted to management and other key employees 229,600 restricted stock units that vest ratably over four years from the date of
grant at a fair value of $91.81 per restricted stock unit.
A summary of the changes in restricted stock units, including DSU's, and TSRs awarded to employees and directors that were outstanding under the Company’s

equity compensation plans during fiscal 2024 is presented below:
Restricted Stock Units (RSU)
Number of
RSU

Non-vested awards as of March 31, 2023
GrantedStock dividend
VestedForfeitures
Non-vested awards as of March 31, 2024

Market condition-based Share Units (TSR)

WeightedAverage
Grant Date
Fair Value

1,009,783 $
299,284
8,987(262,315)(32,903)
1,022,836 $Number of
TSR

65.48
92.44
68.55
72.63
79.36
69.24

31,653 $—61(30,582)—
1,132 $

WeightedAverage
Grant Date
Fair Value

62.19
—
62.80
62.02
—
66.89

The Company recognized stock-based compensation expense relating to restricted stock units, TSRs of $23,585, with a related tax benefit of $4,557 for fiscal
2024, $20,139, with a related tax benefit of $3,746 for fiscal 2023 and $18,054, with a related tax benefit of $3,072 for fiscal 2022.
All Award Plans
As of March 31, 2024, unrecognized compensation expense associated with the non-vested equity awards outstanding was $54,014 and is expected to berecognized over a weighted-average period of 22 months.

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18. Earnings Per Share
The following table sets forth the reconciliation from basic to diluted weighted-average number of common shares outstanding and the calculations of net
earnings per common share attributable to EnerSys stockholders.
Fiscal year ended March 31,
2024

Net earnings attributable to EnerSys stockholders$

Weighted-average number of common shares outstanding:
Basic
Dilutive effect of:Common shares from exercise and lapse of equity awards, net of shares assumed
reacquired
Diluted weighted-average number of common shares outstanding
Basic earnings per common share attributable to EnerSys stockholders$
Diluted earnings per common share attributable to EnerSys stockholders$
Anti-dilutive equity awards not included in diluted weighted-average commonshares2023

269,096$2022

175,810$

143,91140,669,392

40,809,235

42,106,337

702,047
41,371,439

517,520
41,326,755

677,036
42,783,373

6.62

$

4.31

$

3.42

6.50

$

4.25

$

3.36

356,893710,678

951,057

19. Commitments, Contingencies and Litigation
Litigation and Other Legal Matters
In the ordinary course of business, the Company and its subsidiaries are routinely defendants in or parties to pending and threatened legal actions andproceedings, including actions brought on behalf of various classes of claimants. These actions and proceedings are generally based on alleged violations ofenvironmental, anti-competition, employment, contract and other laws. In some of these actions and proceedings, claims for substantial monetary damages areasserted against the Company and its subsidiaries. In the ordinary course of business, the Company and its subsidiaries are also subject to regulatory andgovernmental examinations, information gathering requests, inquiries, investigations, and threatened legal actions and proceedings. In connection with formal
and informal inquiries by federal, state, local and foreign agencies, the Company and its subsidiaries receive numerous requests, subpoenas and orders for
documents, testimony and information in connection with various aspects of their activities.
European Competition Investigations
Certain of the Company’s European subsidiaries had received subpoenas and requests for documents and, in some cases, interviews from, and have had on-site
inspections conducted by the competition authorities of Belgium, Germany and the Netherlands relating to conduct and anticompetitive practices of certain
industrial battery participants. As of March 31, 2024 and March 31, 2023, the Company did not have a reserve balance related to these matters.
The precise scope, timing and time period at issue, as well as the final outcome of the investigations or customer claims, remain uncertain. Accordingly, theCompany’s estimate may change from time to time, and actual losses could vary.
Environmental Issues
As a result of its operations, the Company is subject to various federal, state and local, as well as international environmental laws and regulations and is
exposed to the costs and risks of registering, handling, processing, storing, transporting, and disposing of hazardous substances, especially lead and acid. The
Company’s operations are also subject to federal, state, local and international occupational safety and health regulations, including laws and regulations
relating to exposure to lead in the workplace. The Company believes that it has adequate reserves to satisfy its environmental liabilities.

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Collective Bargaining
At March 31, 2024, the Company had approximately 10,797 employees. Of these employees, approximately 28% were covered by collective bargaining
agreements. Employees covered by collective bargaining agreements that expire in the next twelve months were approximately 7% of the total workforce. The
average term of these agreements is 2 years, with the longest term being 4 years. The Company considers its employee relations to be good and did notexperience any significant labor unrest or disruption of production during fiscal 2024.
Lead, Foreign Currency Forward Contracts and Swaps
To stabilize its lead costs and reduce volatility from currency movements, the Company enters into contracts with financial institutions. The vast majority ofsuch contracts are for a period not extending beyond one year. The Company also entered into cross currency fixed interest rate swap agreements to hedge its
net investments in foreign operations against future volatility in the exchange rates between U.S. Dollars and Euros and these agreements mature on December
15, 2027. Please refer to Note 13 - Derivative Financial Instruments for more details.
Other
The Company has various purchase and capital commitments incidental to the ordinary conduct of business. In the aggregate, such commitments are not at
prices in excess of current market.

20. Restructuring, Exit and Other Charges
Restructuring Programs
The Company had committed to various restructuring plans aimed at improving operational efficiencies across its lines of business. A substantial portion ofthese plans are complete, with an estimated $2,276 remaining to be incurred by the end of fiscal 2025, mainly related to plans started in fiscal 2024.
Restructuring and exit charges for the reportable segments are as follows:
During fiscal 2024, the Company recorded charges related to our fiscal 2024 and fiscal 2023 programs in the Energy Systems and Motive Power segments toimprove operational efficiencies. The charges related to severance payments and amounted to $4,468 to approximately 146 employees in the Energy Systems’
segment and $2,713 to approximately 37 employees in the Motive Power segment.
During fiscal 2023, the Company recorded charges related to our fiscal 2022 programs in the Energy Systems segment to improve operational efficiencies. The
charges related to severance payments and amounted to $1,230 to approximately 9 employees in the Energy Systems’ segment.
During fiscal 2022, the Company announced and completed restructuring programs in the Energy Systems segment to improve operational efficiencies. The
charges related to severance payments and amounted to $1,284 to approximately 10 employees in the Energy Systems’ segment.

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Restructuring and exit charges for fiscal 2024, 2023 and 2022 by reportable segments are as follows:

Restructuring charges
Exit charges
Restructuring and other exit charges

Restructuring charges
Exit charges
Restructuring and other exit charges

Restructuring charges
Exit charges
Restructuring and other exit charges

Energy Systems
$
4,526
4,312
$
8,838

Energy Systems
$
1,318
123
$
1,441

Energy Systems
$
2,005
708
$
2,713

$
$

$
$

$
$

Fiscal year ended March 31, 2024
Motive PowerSpecialty
3,445 $
35
8,253
7,532
11,698 $7,567$

Fiscal year ended March 31, 2023
Motive PowerSpecialty
327 $
42
12,537
2,092
12,864 $
2,134

$

Total
8,006
20,097
28,103

$

Total
1,687
14,752
16,439$Fiscal year ended March 31, 2022
Motive PowerSpecialty
2,348 $
75 $
14,711(1,091)
17,059 $(1,016) $

Total
4,428
14,32818,756

A roll-forward of the restructuring reserve is as follows:
Balance at March 31, 2021
AccruedCosts incurred
Foreign currency impact and other
Balance at March 31, 2022
AccruedCosts incurred
Foreign currency impact and other
Balance at March 31, 2023
AccruedCosts incurred
Foreign currency impact and other
Balance at March 31, 2024

$

$

$

$

2,595
4,428
(6,013)
20
1,030
1,687
(2,224)
(48)
445
8,006
(6,064)21
2,408

Exit Charges
Fiscal 2024 Programs
Renewables
On November 8, 2023, the Company's Board of Directors approved a plan to stop production and operations of residential renewable energy products, which
include our OutBack and Mojave brands. Management determined that residential renewable energy products no longer fit with the Company’s core strategy
and resources will be better allocated toward commercial energy solutions for enterprise customers. The Company estimates that the total charges for theseactions will amount to approximately $24,500. Non-cash charges for inventory and fixed assets write offs, and impairment of an indefinite-lived intangible asset
are estimated to be $23,600, and cash charges for employee severance and retention payments are estimated to be $900. The plan is substantially complete as
the end of fiscal 2024.

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During fiscal 2024, the Company recorded non-cash charges totaling $551 primarily related to fixed assets and cash charges of $689 related to severance costs.
The Company also recorded a non-cash write offs relating to inventories of $17,075, which was reported in cost of goods sold, and impairment of indefinitelived intangible asset of $6,020.
SpokaneOn November 8, 2023, the Company committed to a plan to close its facility in Spokane, Washington, which primarily manufactures enclosure systems fortelecommunications and related end markets. Management determined that existing manufacturing locations have the capacity to satisfy demand for theseproducts and will execute more efficient distribution to customers. The Company currently estimates that the total charges for these actions will amount toapproximately $3,600 relating to $1,400 in cash charges for employee severance, and non-cash charges of $2,200 relating to fixed assets, facility lease, andinventory. The plan is substantially complete as the end of fiscal 2024.
During fiscal 2024, the Company recorded cash charges of $1,343 primarily related to severance costs and non-cash charges totaling $2,066 related to leaseright of use asset and fixed asset write offs.
Fiscal 2023 Programs
SylmarIn November 2022, the Company committed to a plan to close its facility in Sylmar, California, which manufactures specialty lithium batteries for aerospaceand medical applications. Management determined to close the site upon the expiration of its lease on the property and to redirect production throughconsolidation into existing locations. The Company currently estimates total charges in the exit to amount to $12,730. Cash charges are estimated to total $8,837
primarily relating to severance and other costs to leave the site. Non-cash charges are estimated to be $3,892 relating to fixed assets, inventory, and contract
assets. The plan is substantially complete as the end of fiscal 2024.
During fiscal 2023, the Company recorded cash charges of $1,682 related primarily related to severance costs and non-cash charges totaling $417 primarily
relating to contract assets.
During fiscal 2024, the Company recorded cash charges of $7,155 primarily related to severance costs, relocation expenses, and manufacturing variances andnon-cash charges totaling $377. The Company also recorded a non-cash write off relating to inventories of $3,098, which was reported in cost of goods sold.
Ooltewah
On June 29, 2022, the Company committed to a plan to close its facility in Ooltewah, Tennessee, which produced flooded motive power batteries for electric
forklifts. Management determined that future demand for traditional motive power flooded cells will decrease as customers transition to maintenance freeproduct solutions in lithium and TPPL. The Company currently estimates that the total charges for these actions will amount to approximately $18,500. Cashcharges for employee severance related payments, cleanup related to the facility, contractual releases and legal expenses are estimated to be $9,200 and noncash charges from inventory and fixed asset write-offs are estimated to be $9,300. These actions will result in the reduction of approximately 165 employees.
The plan is substantially complete as the end of fiscal 2024.
During fiscal 2023, the Company recorded cash charges relating to severance and manufacturing variances of $2,735 and non-cash charges of $7,261 relating to
fixed asset write-offs. The Company also recorded a non-cash write off relating to inventories of $1,613, which was reported in cost of goods sold.
During fiscal 2024, the Company recorded cash charges relating to site cleanup and decommissioning equipment of $4,399.
Fiscal 2022 Programs
RussiaIn February 2022, as a result of the Russia-Ukraine conflict, economic sanctions were imposed on Russian individuals and entities, including financial
institutions, by countries around the world, including the U.S. and the European Union. On March 3, 2022, the Company announced that it was indefinitely
suspending its operations in Russia in order to comply with the sanctions. As a result of this decision, the Company wrote off net assets of $3,999 relating to its
Russian subsidiary. The Company also incurred cash charges of $1,284 relating to severance and exiting lease obligations. During fiscal 2023, the Company
sold inventory previously written off resulting in the reversal of $932 in cost of goods sold and reversal of $739 of cash charges primarily relating to leaseobligations.

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Zamudio, Spain
During fiscal 2022, the Company closed a minor assembling plant in Zamudio, Spain and sold the same for $1,779. A net gain of $740 was recorded as a credit
to exit charges in the Consolidated Statements of Income.
Fiscal 2021 Programs
Hagen, Germany
In fiscal 2021, the Company's Board of Directors approved a plan to substantially close all of its facility in Hagen, Germany, which produces flooded motive
power batteries for forklifts. Management determined that future demand for the motive power batteries produced at this facility was not sufficient, given theconversion from flooded to maintenance free batteries by customers, the existing number of competitors in the market, as well as the near term decline indemand and increased
uncertainty from the pandemic. The Company plans to retain the facility with limited sales, service and administrative functions along with related personnel forthe foreseeable future.
The Company currently estimates that the total charges for these actions will amount to approximately $60,000, the majority of which has been recorded as ofMarch 31, 2022. Cash charges for employee severance related payments, cleanup related to the facility, contractual releases and legal expenses are estimated tobe $40,000 and non-cash charges from inventory and equipment write-offs are estimated to be $20,000. These actions resulted in the reduction of approximately
200 employees.
During fiscal 2021, the Company recorded cash charges relating to severance of $23,331 and non-cash charges of $7,946 primarily relating to fixed asset writeoffs.
During fiscal 2022, the Company recorded cash charges primarily relating to severance of $8,069 and non-cash charges of $3,522 primarily relating to fixed
asset write-offs. The Company also recorded a non-cash write off relating to inventories of $960, which was reported in cost of goods sold.
During fiscal 2023, the Company recorded cash charges of $2,207 relating to primarily to site cleanup and $562 of non-cash charges relating to accelerated
depreciation of fixed assets.
During fiscal 2024, the Company recorded cash charges of $2,118 relating primarily to site cleanup and $526 of non-cash charges relating to accelerated
depreciation of fixed assets.
Vijayawada, India
During fiscal 2021, the Company committed to a plan to close its facility in Vijayawada, India to align with its strategic vision for the new line of businessstructure and footprint and recorded exit charges of $1,509, primarily relating to asset write-offs. In fiscal 2022, the Company reclassified property, plant andequipment with a carrying value of $4,573 to assets held for sale on the Consolidated Balance Sheet and recognized an impairment loss of $2,973 under thecaption Loss on assets held for sale on its consolidated statement of income, by writing down the carrying value of these assets to their estimated fair value of$1,600, based on their expected proceeds, less costs to sell. The Company also recorded a non-cash write off relating to inventories of $820, which was reported
in cost of goods sold.
Targovishte, Bulgaria
During fiscal 2019, the Company committed to a plan to close its facility in Targovishte, Bulgaria, which produced diesel-electric submarine batteries.
Management determined that the future demand for batteries of diesel-electric submarines was not sufficient given the number of competitors in the market. Of
the estimated total charges of $26,000 for this plan, the Company had recorded charges amounting to $20,242 in fiscal 2019, relating to severance and inventory
and fixed asset write-offs and an additional $5,123 relating to cash and non-cash charges during fiscal 2020. During fiscal 2021, in keeping with its strategy ofexiting the manufacture of batteries for diesel-electric submarines, the Company completed further actions which resulted in $220 relating to cash and non-cash
charges. During fiscal 2022, the Company sold this facility for $1,489. A net gain of $1,208 was recorded as a credit to exit charges in the Consolidated
Statements of Income.

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21. Warranty
The Company provides for estimated product warranty expenses when products are sold, with related liabilities included within accrued expenses and otherliabilities. As warranty estimates are forecasts that are based on the best available information, primarily historical claims experience, costs of claims may
ultimately differ from amounts provided. An analysis of changes in the liability for product warranties is as follows:
Fiscal year ended March 31,
2024

Balance at beginning of year
Current year provisions
Costs incurred
Foreign currency translation adjustment
Balance at end of year

$

2023

56,630 $34,110(30,160)
239
60,819 $$2022

54,978 $29,132(25,251)(2,229)56,630 $58,962
17,645(20,648)(981)
54,978

22. Other (Income) Expense, Net
Other (income) expense, net consists of the following:
Fiscal year ended March 31,
2024

Cost of Funds Asset Securitization
Non-service components of pension expense
Foreign exchange transaction (gains) losses
Other
Total

$

$

2023

8,776 $
1,530
(6,053)
5,178
9,431 $

2022

2,314
315
671
4,893
8,193

$

$

—
430
(7,169)1,274(5,465)

23. Business Segments
The Company's chief operating decision maker, or CODM (the Company's Chief Executive Officer), reviews financial information for purposes of assessing
business performance and allocating resources, by focusing on the lines of business on a global basis. The Company identifies the following as its four
operating segments, based on lines of business:

•

•
•
•

Energy Systems - uninterruptible power systems, or “UPS” applications for computer and computer-controlled systems used in data centers, as well as
telecommunications systems, switchgear and electrical control systems used in industrial facilities and electric utilities, large-scale energy storage andenergy pipelines. Energy Systems also includes highly integrated power solutions and services to broadband, telecom, data center, and renewable andindustrial customers, as well as thermally managed cabinets and enclosures for electronic equipment and batteries.
Motive Power - power for electric industrial forklifts used in manufacturing, warehousing and other material handling
applications, AGVs, as well as mining equipment, diesel locomotive starting and other rail equipment.
Specialty - premium batteries for starting, lighting and ignition applications in premium automotive and large over-the-road trucks, energy storage
solutions for satellites, spacecraft, commercial aircraft, military land vehicles, aircraft,submarines, ships and other tactical vehicles, as well as medical devices and equipment; andNew Ventures - energy storage and management systems for demand charge reduction, utility back-up power, and dynamic fast charging for electricvehiclesThe operating segments of Energy Systems, Motive Power, and Specialty also represent the Company's reportable segments under ASC 280, Segment
Reporting. The results of New Ventures include start-up and operating expenses captured within the "Corporate and other" category of operating earnings.
Summarized financial information related to the Company’s reportable segments at March 31, 2024, 2023 and 2022 and for each of the fiscal years then ended
is shown below.

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Fiscal year ended March 31,
2024

Net sales by segment to unaffiliated customers
Energy Systems
Motive PowerSpecialty
Total net sales$$

Operating earnings by segment
Energy Systems
Motive PowerSpecialty
Corporate and other (3)Inventory adjustment relating to exit activities - Energy Systems
Inventory adjustment relating to exit activities - Motive
Inventory adjustment relating to exit activities - Specialty
Restructuring and other exit charges - Energy Systems
Restructuring and other exit charges - Motive Power
Restructuring and other exit charges - Specialty
Impairment of indefinite-lived intangibles - Energy Systems
Impairment of indefinite-lived intangibles - Motive Power
Impairment of indefinite-lived intangibles - Specialty
Loss on assets held for sale - Motive Power
Total Amortization - Energy Systems
Total Amortization - Motive Power
Total Amortization - Specialty
Legal proceedings charge, net - Energy Systems
Other - Energy Systems
Other - Motive Power
Other - Specialty
Total operating earnings(2)$$Capital Expenditures
Energy Systems
Motive PowerSpecialty
Other
Total

$

$

Depreciation and Amortization
Energy Systems
Motive PowerSpecialty
Other
Total
(1)
(2)
(3)

$

$

2023

1,590,023
1,456,181
535,667
3,581,871

$

2022

$

1,536,673
1,361,254
459,392
3,357,319

86,955 $214,650
31,366117,260(17,075)—(3,098)(8,840)(11,697)(7,566)(13,619)———(24,503)(683)(2,808)(3,705)(3,740)(1,032)(295)
351,570 $

90,400 $179,972
40,487
17,283211(892)—(1,441)(12,864)(2,134)
(100)
—
(380)
—
(27,383)(441)(2,923)
—
(712)
(627)
(95)
278,361 $48,875
172,396
46,730—(186)(2,418)—(2,713)(17,059)
1,016
(501)
(677)
—
(2,973)(29,277)(1,055)(2,962)—(1,628)(1,040)(277)
206,251

33,626
17,11535,596100
86,437$

37,24916,37335,150—88,772$

33,614
13,887
26,540—74,04149,46923,69018,762
100
92,021$

52,034
22,404
16,715—
91,153$$$$

1,738,195
1,451,244
519,140
3,708,579$$$

54,58024,91816,380—95,878

Reportable segments do not record inter-segment revenues and accordingly there are none to report.
The Company does not allocate interest expense or other (income) expense, net, to the reportable segments.
Corporate and other includes amounts managed on a company-wide basis and not directly allocated to any reportable segments, primarily relating to IRA production tax credits. Also,
included are start-up costs for exploration of a new lithium plant as well as start-up operating expenses from the New Ventures operating segment.

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The Company's property, plant and equipment by reportable segments as of March 31, 2024 and 2023 are as follows:
March 31, 2024
Property, plant and equipment, net
Energy Systems
Motive PowerSpecialty
Other
Total

$

$

189,519
145,395
197,368168
532,450

March 31, 2023$$$

199,414142,301
171,568—
513,283

The Company markets its products and services in over 100 countries. Sales are attributed to countries based on the location of sales order approval andacceptance. Sales to customers in the United States were 60.2%, 63.4% and 60.7% for fiscal years ended March 31, 2024, 2023 and 2022, respectively.
Property, plant and equipment, net, attributable to the United States as of March 31, 2024 and 2023, were $357,416 and $336,970, respectively. No single
country, outside the United States, accounted for more than 10% of the consolidated net sales or net property, plant and equipment and, therefore, was deemed
not material for separate disclosure.
24. Subsequent Events
Dividend
On May 22, 2024, the Board of Directors approved a quarterly cash dividend of $0.225 per share of common stock to be paid on June 28, 2024, to stockholdersof record as of June 14, 2024.
Bren-Tronics, Inc. Acquisition
On May 2, 2024, EnerSys announced that the Company has entered into a definitive agreement to acquire Bren-Tronics, Inc. for approximately $208 million,
subject to adjustments. Bren-Tronics, Inc is a leading manufacturer of highly reliable portable power solutions, including small and large lithium batteries andcharging solutions, for military and defense applications. The acquisition is subject to certain closing conditions, including the receipt of governmental
regulatory approvals and the proper onveyance of all required closing deliverables. The acquisition is expected to close by the end of the second quarter of fiscal
2025, subject to the satisfaction of customary closing conditions.

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.
ITEM 9A.

CONTROLS AND PROCEDURES(a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, theCompany’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls andprocedures are effective.
(b) Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term isdefined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of the fiscal year to which this report relates that have materiallyaffected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The report called for by Item 308(a) of Regulation S-K is included herein as “Management Report on Internal Control Over Financial Reporting.”
Management Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. With the participation of the Chief Executive
Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on theframework and criteria established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework).
Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of March 31, 2024.
The attestation report called for by Item 308(b) of Registration S-K is included herein as “Report of Independent Registered Public Accounting Firm,” whichappears in Item 8 in this Annual Report on Form 10-K.

ITEM 9B.

/s/ David M. Shaffer/s/ Andrea J. FunkDavid M. Shaffer
Chief Executive Officer

Andrea J. Funk
Chief Financial Officer

OTHER INFORMATION

During the quarter ended March 31, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended)
adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c) of Regulation
S-K).
ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference from the sections entitled “Board of Directors,” “Executive Officers,” “Section 16(a)Beneficial Ownership Reporting Compliance,” “Corporate Governance—Independence of Directors,” “Corporate Governance—Process for Selection of
Director Nominee Candidates,” “Audit Committee Report,” and “Certain Relationships and Related Transactions—Employment of Related Parties” of theCompany’s definitive proxy statement for its 2024 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed no later than 120 days after the fiscal
year end.
We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees (including our Chief Executive Officer,
Chief Financial Officer, and Corporate Controller) and have posted the Code on our website at www.enersys.com, and a copy is available in print to any
stockholder who requires a copy. If we waive any provision of the Code applicable to any director, our Chief Executive Officer, Chief Financial Officer, andCorporate Controller, such waiver will be promptly disclosed to the Company’s stockholders through the Company’s website.
ITEM 11.

EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from the sections entitled “Corporate Governance—Compensation Committee” and“Executive Compensation” of the Proxy Statement”) to be filed no later than 120 days after the fiscal year end.
ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference from the section entitled “Security Ownership of Certain Beneficial Owners andManagement” of the Proxy Statement to be filed no later than 120 days after the fiscal year end.

Equity Compensation Plan Information
Number of
securities to beissued upon
exercise ofoutstanding
options,
warrants
and rights(a)Plan Category

Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total

2,226,888—
2,226,888

Number of
securities
remaining available
for future issuanceunder equity
compensation plans(excluding
securities reflectedin column (a))(c)

Weighted-average
exercise price ofoutstanding options,warrants and rights
(b)
(1)

$
$

83.66
—
83.66

(2)

5,449,381—
5,449,381(1) Assumes a 200% payout on market and performance condition-based awards.
(2) Awards of restricted stock units, market and performance condition-based awards and deferred stock units held in both the EnerSys Voluntary Deferred
Compensation Plan for Non-Employee Directors and the EnerSys Voluntary Deferred Compensation Plan for Executives were not included in
calculating the weighted-average exercise price as they will be settled in shares of common stock for no consideration.
ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference from the sections entitled “Corporate Governance,” and “Certain Relationships and Related
Transactions” of the Proxy Statement to be filed no later than 120 days after the fiscal year end.

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ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated by reference from the section entitled “Audit Committee Report” of the Proxy Statement to be filed nolater than 120 days after the fiscal year end.

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PART IVITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a) The following documents are filed as part of this Report:(1) Consolidated Financial Statements
See Index to Consolidated Financial Statements.

All other schedules are omitted because they are not applicable or the required information is contained in the consolidated financial statements or notes thereto.
(b) The following documents are filed herewith as exhibits:
Exhibit Number

Description of Exhibit

3.1

Fifth Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Amendment No. 3 to EnerSys’ Registration
Statement on Form S-1 (File No. 001-32253) filed on February 6, 2013).

3.2

Fourth Amended and Restated Bylaws (incorporated by reference to Exhibits 3.1 to EnerSys’ Current Report on Form 8-K (File No. 00132253) filed on November 10, 2021).

4.1

Indenture, dated as of April 23, 2015, among EnerSys, the Guarantors party thereto and MUFG Union Bank, N.A., as Trustee(incorporated by reference to Exhibit 4.1 to EnerSys’ Current Report on Form 8-K (File No. 00-32253) filed on April 23, 2015).

4.2

Fourth Supplemental Indenture, dated as of December 11, 2019, among EnerSys, the Guarantors party thereto and MUFG Union Bank,
N.A., as Trustee (incorporated by reference to Exhibit 4.1 to EnerSys’ Current Report on Form 8-K (File No. 00-32253) filed on December
11, 2019).

4.3

Form of 4.375% Senior Note due 2027 (incorporated by reference to Exhibit 4.2 to EnerSys’ Current Report on Form 8-K (File No. 0032253) filed on December 11, 2019).

4.4

Fifth Supplemental Indenture, dated as of January 11, 2024, among EnerSys, the Guarantors party thereto and U.S. Bank Trust Company,
National Association, as successor in interest to U.S. Bank National Association, as successor in interest to MUFG Union Bank, N.A., as
Trustee. (incorporated by reference to Exhibit 4.2 to EnerSys’ Current Report on Form 8-K (File No. 00-32253) filed on January 11, 2024).

4.5

Form of 6.625% Senior Notes due 2032 (incorporated by reference to Exhibit 4.3 to EnerSys’ Current Report on Form 8-K (File No. 0032253) filed on January 11, 2024).

4.6

Description of Capital Stock (filed herewith).

10.1

Credit Agreement, dated as of August 4, 2017, among EnerSys, certain other borrowers and guarantors identified therein, Bank ofAmerica, N.A., as administrative agent, swing line lender and Letters of Credit issuer, and other lenders party thereto (incorporated hereinby reference to Exhibit 10.4 of EnerSys’ Quarterly Report on Form 10-Q for the quarter ended July 2, 2017 (File No. 001-32253) filedwith the SEC on August 9, 2017).

10.2

Stock Subscription Agreement, dated March 22, 2002, among EnerSys Holdings Inc., Morgan Stanley Dean Witter Capital Partners IV,
L.P., Morgan Stanley Dean Witter Capital Investors IV, L.P., MSDW IV 892 Investors, L.P., Morgan Stanley Global Emerging Markets
Private Investment Fund, L.P. and Morgan Stanley Global Emerging Markets Private Investors, L.P. (incorporated by reference to Exhibit
10.27 to Amendment No. 3 to EnerSys’ Registration Statement on Form S-1 (File No. 333-115553) filed on July 13, 2004).

10.3

EnerSys 2013 Management Incentive Plan (incorporated by reference to Appendix A to EnerSys’ Definitive Proxy Statement on
Schedule 14A (File No. 001-32253) filed on June 27, 2013).

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Exhibit Number

Description of Exhibit

10.4

Second Amended and Restated EnerSys 2010 Equity Incentive Plan (incorporated by reference to Appendix A to EnerSys’ Definitive
Proxy Statement on Schedule 14A (File No. 001-32253) filed on June 23, 2016).

10.5

EnerSys Voluntary Deferred Compensation Plan for Executives as amended August 5, 2010, and May 26, 2011 (incorporated by referen
to Exhibit 10.23 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).

10.6

EnerSys 2018 Employee Stock Purchase Plan (incorporated by reference to Appendix A to EnerSys’ Definitive Proxy Statement on
Schedule 14A (File No. 001-32253) filed on June 21, 2018).

10.7

Form of Deferred Stock Unit Agreement – Non-Employee Directors – 2010 Equity Incentive Plan (incorporated by reference to Exhibi
10.35 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).

10.8

Form of Severance Agreement, (incorporated by reference to Exhibit 10.37 to EnerSys’ Annual Report on Form 10-K (File No. 00132253) filed on May 28, 2013).

10.9

Form of Stock Option Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.32 to EnerSys’
Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).

10.10

Form of Indemnification Agreement - Directors and Officers (incorporated by reference to Exhibit 10.37 to EnerSys’ Annual Report on
Form 10-K for the year ended March 31, 2016 (File No. 001-32253) filed on May 28, 2014).

10.11

Form of Indemnification Agreement - Directors and Officers (incorporated by reference to Exhibit 10.26 to EnerSys’ Annual Report on
Form 10-K for the year ended March 31, 2017 (File No. 001-32253) filed on May 30, 2017).

10.12

Form of Stock Option Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.42 to EnerSys’
Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).

10.13

Form of Stock Option Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.46 to EnerSys’
Annual Report on Form 10-K for the year ended March 31, 2016 (File No. 001-32253) filed on May 31, 2016).

10.14

Form of letter agreement, dated June 7, 2017, between EnerSys and David M. Shaffer (incorporated herein by reference to Exhibit 10.1
EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed with the SEC on June 12, 2017).

10.15

Employment Offer Letter, dated October 20, 2014, of EnerSys Delaware Inc. to David M. Shaffer (incorporated by reference to Exhibit
10.5 to EnerSys' Quarterly Report on Form 10-Q for the period ended September 28, 2014 (File No. 001-32253) filed on November 5,2014).

10.16

Form of letter agreement, dated June 7, 2017, between EnerSys and an executive officer (incorporated herein by reference to Exhibit 10
of EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed with the SEC on June 12, 2017).

10.17

Form of Deferred Stock Unit Agreement - Non-Employee Directors - 2017 Equity Incentive Plan (incorporated herein by reference to
Exhibit 10.5 of EnerSys’ Quarterly Report on Form 10-Q for the quarter ended July 2, 2017 (File No. 001-32253) filed with the SEC on
August 9, 2017).

10.18

Second Amendment to Credit Agreement, dated as of July 15, 2021, among EnerSys, certain of its subsidiaries party thereto, Bank ofAmerica, N.A., as administrative agent, swing line lender and l/c issuer, and the other lenders party thereto (incorporated by reference t
Exhibit 10.1 of EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed with the SEC on July 15, 2021).

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Exhibit Number

Description of Exhibit

10.19

Third Amendment to Credit Agreement, dated as of September 8, 2022, among the Company, certain of its subsidiaries party thereto, B
of America, N.A., as administrative agent, and the other lenders party thereto (incorporation by reference to Exhibit 10.1 to the Registra
Current Report on Form 8-K (File No. 001-32253) filed on September 8, 2022)

10.20

Fourth Amendment to Credit Agreement, dated as of March 22, 2023, among the Company, certain of its subsidiaries party thereto, Banof America, N.A., as administrative agent, and the other lenders party thereto (file No. 001-32253) filed with the SEC on May 24, 2023

10.21

Form of Severance Letter Agreement, dated April 1, 2019, between EnerSys and Shawn M. O’Connell (incorporated by reference to
Exhibit 10.28 of EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2020 (File No. 001-32253) filed with the S
on June 1, 2020).

10.22

Employment Agreement, dated as of October 6, 2008, between Alpha Technologies, Inc. and Andrew Zogby (incorporated by reference
Exhibit 10.29 of EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2020 (File No. 001-32253) filed with the S
on June 1, 2020).

10.23

Employment Agreement, dated as of September 13, 2012, between Alpha Technologies, Inc. and Andrew Zogby (incorporated byreference to Exhibit 10.30 of EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2020 (File No. 001-32253) fil
with the SEC on June 1, 2020).

10.24

Employment Agreement Extension, effective June 27, 2017, between Alpha Technologies, Inc. and Andrew Zogby (incorporated byreference to Exhibit 10.31 of EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2020 (File No. 001-32253) fil
with the SEC on June 1, 2020).

10.25

Assignment of Employment Agreement, dated December 6, 2018, between Alpha Technologies, Inc. and Alpha Technologies Services,
Inc. regarding Employment Agreement, dated as of October 6, 2008, between Alpha Technologies, Inc. and Andrew Zogby and subseq
extensions (incorporated by reference to Exhibit 10.32 of EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 20(File No. 001-32253) filed with the SEC on June 1, 2020).

10.26

Form of Severance Letter Agreement, December 28, 2022, between EnerSys and Andrew Zogby (incorporated by reference to Exhibit
10.1 of EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed with the SEC on December 28, 2022).

10.27

Form of Severance Letter Agreement, dated April 1, 2021, between EnerSys and Andrea J. Funk (incorporated by reference to Exhibit
10.1 of EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed with the SEC on April 1, 2022).

10.28

Amended and Restated 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.32 of EnerSys’ Annual Report on Fo
10-K for the fiscal year ended March 31, 2021 (File No. 001-32253) filed on May 26, 2021).

10.29

Form of Deferred Stock Unit Agreement – Non-Employee Directors – Amended and Restated 2017 Equity Incentive Plan (incorporated
herein by reference to Exhibit 10.32 of EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (File No. 00132253) filed on May 26, 2021).

10.30

Form of Stock Option Agreement – Employees – Amended and Restated 2017 Equity Incentive Plan (incorporated herein by reference
Exhibit 10.32 of EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (File No. 001-32253) filed on May 22021).

10.31

Form of Restricted Stock Unit Agreement - Employees – Amended and Restated 2017 Equity Incentive Plan (incorporated herein byreference to Exhibit 10.32 of EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (File No. 001-32253) fil
on May 26, 2021).

10.32

Voluntary Deferred Compensation Plan For Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 of EnerSys' For
10-Q for the quarter ended July 2, 2023 (File Number 001-32253) filed on August 9, 2023).

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Exhibit Number

Description of Exhibit

10.33

EnerSys Voluntary Deferred Compensation Plan For Executives (incorporated herein by reference to Exhibit 10.2 of EnerSys' Form 10for the quarter ended July 2, 2023 (File Number 001-32253) filed on August 9, 2023).

10.35

Award Agreement for Employees - Restricted Stock Units under the 2023 Equity Incentive Plan (incorporated herein by reference to
Exhibit 10.3 of EnerSys' Form 10-Q for the quarter ended July 2, 2023 (File Number 001-32253) filed on August 9, 2023).

10.36

Employee Stock Option Agreement under the 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 of EnerSys'
Form 10-Q for the quarter ended July 2, 2023 (File Number 001-32253) filed on August 9, 2023).

10.37

Award Agreement for Non-Employee Directors Deferred Stock Units (incorporated herein by reference to Exhibit 10.5 of EnerSys' For
10-Q for the quarter ended July 2, 2023 (File Number 001-32253) filed on August 9, 2023).

10.38

EnerSys 2023 Equity Incentive Plan (incorporated by reference to Appendix A to EnerSys’ proxy statement on Schedule 14A dated Jun
22, 2023 for the annual meeting of shareholders held on August 3, 2023).

19.1

Policy on Insider Trading (filed herewith).

21.1

Subsidiaries of the Registrant (filed herewith).

23.1

Consent of Ernst & Young LLP (filed herewith).

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) Under the Securities Exchange Act of 1934 (filed
herewith).

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) Under the Securities Exchange Act of 1934 (filed
herewith).

32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Sec
906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

97.1

Clawback Policy (filed herewith).

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the inline XBRL document.

101.SCHXBRL Taxonomy Extension Schema Document

101.CALXBRL Taxonomy Extension Calculation Linkbase Document

101.DEFXBRL Taxonomy Extension Definition Document

101.LABXBRL Taxonomy Extension Label Document

101.PREXBRL Taxonomy Extension Presentation Document

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.
ENERSYS
By
May 22, 2024/s/ DAVID M. SHAFFERDavid M. Shaffer
Chief Executive Officer

POWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENTS, that each person whose name appears below hereby appoints David M. Shaffer and Andrea J. Funk and eachof them, as his true and lawful agent, with full power of substitution and resubstitution, for him and in his, place or stead, in any and all capacities, to execute
any and all amendments to the within annual report, and to file the same, together with all exhibits thereto, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact
and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this annual report has been signed below by the following persons in thecapacities and on the dates indicated:

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Table of ContentsName/s/ DAVID M. SHAFFER

Title

Date

Chief Executive Officer

May 22, 2024

Chief Financial Officer(Principal Accounting Officer)

May 22, 2024

Director

May 22, 2024

Director

May 22, 2024

Director

May 22, 2024

Director

May 22, 2024

Director

May 22, 2024

Director

May 22, 2024

Director

May 22, 2024

Director

May 22, 2024

Director

May 22, 2024

Director

May 22, 2024

David M. Shaffer/s/ ANDREA J. FUNK
Andrea J. Funk/s/ CAROLINE CHAN
Caroline Chan/s/ HWAN-YOON F. CHUNG
Hwan-yoon F. Chung/s/ STEVEN M. FLUDDER
Steven M. Fludder/s/ HOWARD I. HOFFEN
Howard I. Hoffen/s/ ARTHUR T. KATSAROS
Arthur T. Katsaros/s/ GENERAL ROBERT MAGNUS, USMC (RETIRED)
General Robert Magnus, USMC (Retired)/s/ TAMARA MORYTKO
Tamara Morytko/s/ PAUL J. TUFANOPaul J. Tufano/s/ RONALD P. VARGO
Ronald P. Vargo/s/ RUDOLPH WYNTER
Rudolph Wynter

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EXHIBIT 4.6
DESCRIPTION OF CAPITAL STOCK
The following information describes our capital stock and provisions of our certificate of incorporation, as amended, and bylaws, as amended. This description
is only a summary. You should refer to our certificate of incorporation and bylaws, which have been filed with the Securities and Exchange Commission.
General Matters
Our authorized capital stock consists of 135,000,000 shares of common stock, par value $0.01 per share, of which 40,147,603 shares were issued andoutstanding as of May 17, 2024 and 1,000,000 shares of undesignated preferred stock, par value $0.01 per share, none of which was outstanding as of May 17,
2024.
The following summary describes the material provisions of our capital stock. This summary is not meant to be a complete description of our capital stock andwe urge you to read our certificate of incorporation and our bylaws, which are incorporated by reference into this prospectus.
Certain provisions of our certificate of incorporation and bylaws summarized below may be deemed to have an anti-takeover effect and may delay or prevent atender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market
price for shares of common stock.
Common Stock
We have one class of common stock. All holders of shares of common stock are entitled to the same rights and privileges. Holders of shares of common stock
are entitled to one vote per share on the election or removal of our directors and on all other matters to be voted on by our stockholders.
Holders of shares of common stock are not entitled to any preemptive or preferential rights to subscribe for additional shares of any class of our capital stock.
The holders of shares of common stock are entitled to receive dividends, when, as and if declared by our board of directors, out of funds legally available
therefor. Holders of shares of common stock are entitled to share ratably, upon dissolution or liquidation, in the assets available for distribution to holders ofshares of common stock after the payment of all prior claims.
Preferred Stock
Our authorized capital stock includes 1,000,000 shares of undesignated preferred stock, none of which is issued or outstanding. Our board of directors is
authorized, without further action by our stockholders, to provide for the issuance of such preferred stock in one or more series and to fix the dividend rate,
conversion privileges, voting rights, redemption rights, redemption price or prices, liquidation preferences and qualifications, limitations and restrictions thereofwith respect to each series. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or
winding-up of our company before any payment is made to the holders of shares of our common stock. In some circumstances, the issuance of shares ofpreferred stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block ofour securities or the removal of incumbent management. Upon the affirmative vote of our board of directors, without stockholder approval, we may issue sharesof preferred stock with voting and conversion rights that could adversely affect the holders of shares of our common stock. We have no current intention to issue
any shares of preferred stock.
Section 203 of the Delaware General Corporation Law
Section 203 of the Delaware General Corporation Law may have the effect of delaying, deferring or preventing a change of control. In general, Section 203 of
the Delaware General Corporation Law prohibits a publicly held

Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date suchstockholder became an “interested stockholder,” unless:•prior to such date the board of directors approved either the “business combination” or the transaction that resulted in the stockholder becoming an“interested stockholder”;•

upon consummation of the transaction that resulted in the stockholder becoming an “interested stockholder,” the “interested stockholder” owned atleast 85% of the voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock
outstanding those shares owned by persons who are directors and also officers and certain other stockholders; or•

on or subsequent to such date the “business combination” is approved by the board of directors and authorized at an annual or special meeting ofstockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the “interested stockholder.”A “business combination” includes certain mergers, stock or asset sales and other transactions resulting in a financial benefit to the “interested stockholder.” An“interested stockholder” is a person who, together with affiliates and associates, owns (or in the preceding three years, did own) 15% or more of the outstanding
voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquireus.
Limitation of Liability and Indemnification of Directors and Officers
We have included in our certificate of incorporation and bylaws provisions to:•eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty, but such provision does not
eliminate liability for breaches of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, violations under Section 174 of the Delaware General Corporation Law or for any transaction from which the director derived an
improper personal benefit; and•indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, including circumstances in whichindemnification is otherwise discretionary.

Acting pursuant to the provisions of our certificate of incorporation and bylaws and the provisions of Section 145 of the Delaware General Corporation Law, wehave entered into agreements with each of our officers and directors to indemnify them to the fullest extent permitted by such provisions and such law. We also
are authorized to carry directors’ and officers’ insurance providing indemnification for our directors, officers and certain employees for some liabilities. We
believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.
The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit
against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors
and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, investments in our common stock may be
adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors or officers pursuant to the provisions described above,or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is,therefore, unenforceable.

Other Provisions of our Certificate of Incorporation and Bylaws
Classified Board of Directors.
Our certificate of incorporation provides for our board of directors to be divided into three classes of directors serving staggered three-year terms. Each classshall consist, as nearly as may be practicable, of one-third of the total number of directors constituting our entire board of directors. As a result, approximately
one-third of our board of directors will be elected each year. When coupled with the provisions of our certificate of incorporation and bylaws authorizing only
our board of directors to fill vacant directorships, a stockholder may be precluded from removing incumbent directors without cause and simultaneously gaining
control of our board of directors by filling the vacancies created by such removal with its own nominees. This provision of our certificate of incorporation may
not be amended or repealed by our stockholders except with the consent of the holders of at least two-thirds of our outstanding common stock.
Special Meeting of Stockholders.
Our certificate of incorporation provides that special meetings of our stockholders may be called only by our board of directors or our Chairman of the Board.
This provision makes it more difficult for stockholders to take action opposed by our board of directors. This provision of our certificate of incorporation may
not be amended or repealed by our stockholders except with the consent of the holders of at least two-thirds of our outstanding common stock.
No Stockholder Action by Written Consent.
Our certificate of incorporation provides that no action required or permitted to be taken at any annual or special meeting of our stockholders may be taken
without a meeting, and the power of our stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied. Such provision
limits the ability of any stockholder to take action immediately and without prior notice to our board of directors. Such a limitation on a majority stockholder’sability to act might affect such person’s or entity’s decision to purchase our voting securities. This provision of our certificate of incorporation may not be
amended or repealed by the stockholders except with the consent of the holders of at least two-thirds of our outstanding common stock.
Advance Notice Requirements for Stockholder Proposals and Director Nominations.
Our bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at
an annual or special meeting of stockholders, must provide timely notice thereof in writing. To be timely, a stockholder’s notice must be delivered to, or mailed
and received at, our principal executive offices: in the case of an annual meeting that is called for a date that is within 30 days before or after the anniversary
date of the immediately preceding annual meeting of stockholders, not less than 90 days nor more than 120 days prior to such anniversary date or, in the case ofa special meeting called for the purpose of electing directors, not less than 90 days nor more than 120 days prior to such special meeting or not later than theclose of business on the tenth day following the date on which public disclosure of the date of the meeting is made; and in the case of an annual meeting that iscalled for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting, not later than the close of businesson the tenth day following the date on which public disclosure of the date of the meeting was made. Our bylaws also specify certain requirements for astockholder’s notice to be in proper written form. These provisions may preclude some stockholders from bringing matters before the stockholders at an annualor special meeting or from making nominations for directors at an annual or special meeting. You should refer to our bylaws for a complete description of theserequirements. As set forth below, our bylaws may not be amended or repealed by our stockholders, except with the consent of holders of at least two-thirds ofour outstanding common stock.

Majority Vote Requirement for Uncontested Director Elections.
The Corporate Governance and Nominating Committee has established informal procedures under which a director nominee must tender his or her contingent
resignation to the Nominating and Corporate Governance Committee in advance of an annual meeting of stockholders. If the Director Nominee fails to receive amajority number of votes for re-election in an uncontested election at an annual meeting, the Nominating and Corporate Governance Committee will make a
recommendation to the board of directors whether to accept or reject the resignation or whether other action shall be taken. The board of directors will act on theCommittee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election
results. The resignation becomes effective only if the director fails to receive a majority number of votes for re-election in an uncontested election at an annual
meeting and the board of directors accepts the resignation.
Adjournment of Meetings of Stockholders.
Our bylaws provide that when a meeting of our stockholders is convened, the presiding officer, if directed by our board of directors, may adjourn the meeting if
no quorum is present for the transaction of business or if our board of directors determines that adjournment is necessary or appropriate to enable thestockholders to consider fully information that our board of directors determines has not been made sufficiently or timely available to stockholders or tootherwise effectively exercise their voting rights. This provision will, under certain circumstances, make more difficult or delay actions by the stockholders
opposed by our board of directors. The effect of such provision could be to delay the timing of a stockholders’ meeting, including in cases where stockholders
have brought proposals before the stockholders that are in opposition to those brought by our board of directors and therefore may provide our board of
directors with additional flexibility in responding to such stockholder proposals. As set forth below, our bylaws may not be amended or repealed by ourstockholders, except with the consent of holders of at least two-thirds of our outstanding common stock.
No Cumulative Voting.
The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless ourcertificate of incorporation provides otherwise. Our certificate of incorporation does not provide for cumulative voting.
Authorized but Unissued Capital Stock.
Our certificate of incorporation authorizes our board of directors to issue one or more classes or series of preferred stock, and to determine, with respect to any
such class or series of preferred stock, the voting powers (if any), designations, powers, preferences, rights and qualifications, limitations or restrictions of suchpreferred stock. We have no current intention to issue any shares of preferred stock.
The Delaware General Corporation Law does not require stockholder approval for any issuance of previously authorized shares of our capital stock. However,the listing requirements of the New York Stock Exchange, which will apply so long as our common stock is listed on the New York Stock Exchange, require,among other things, stockholder approval of certain related party transactions involving issuances of common stock, or securities convertible into or exercisable
for common stock, if the issuance exceeds 1% of the number of shares of common stock outstanding or 1% of the voting power outstanding before the issuance.
In addition, shareholder approval is required for certain issuances of common stock, or securities convertible into or exercisable for common stock, equal to or
in excess of 20% of the voting power outstanding before such issuance or the number of shares of our common stock outstanding before the issuance ofcommon stock or securities convertible into or exercisable for common stock. These additional shares may be used for a variety of corporate purposes,
including future public offerings, to raise additional capital or to facilitate acquisitions.
One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares topersons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of amerger, tender offer, proxy contest

or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of common stockat prices higher than prevailing market prices.

Amendment of the Bylaws.
Our certificate of incorporation provides that our bylaws may not be amended or repealed by our stockholders except with the consent of holders of at least twothirds of our outstanding common stock and grants our board of directors the authority to amend and repeal our bylaws without a stockholder vote in any
manner not inconsistent with the laws of Delaware or our certificate of incorporation. This provision makes it more difficult for our stockholders to makechanges to our bylaws that are opposed by our board of directors. This provision of our certificate of incorporation may not be amended or repealed by ourstockholders except with the consent of holders of at least two-thirds of our outstanding common stock.

Transfer Agent and Registrar
Computershare is the transfer agent and registrar for our common stock.

ENERSYSPOLICY ON INSIDER TRADING
I. Rule applicable to all directors, officers, employees, agents, independent advisors and consultants of EnerSys and its
subsidiaries (collectively, the “Company”) and their respective Related Persons[1].
Under federal securities laws, no director, officer, employee, agent, independent advisor or consultant of the Company or any
Related Person of the foregoing may engage in the trading[2] of the securities of the Company, as well as derivative securities thatare not issued by the Company (collectively, “Company Securities”), while in possession of material[3] nonpublic[4] information
about the Company. Such prohibition also includes electing to participate in, or terminate an interest in, or increase or decrease an
existing election in, the Company’s Employee Stock Purchase Plan (the “ESPP”). Directors, officers and employees of the Company
and their respective Related Persons are also prohibited from trading the securities of any other company while in possession ofmaterial nonpublic information about the other company as well as derivative securities related to those securities that was acquiredin their capacity as a director, officer or employee of the Company. The Company also prohibits any hedging transactions involving
Company Securities, which can be accomplished through a variety of mechanisms, including the use of financial instruments such as
prepaid variable forwards, equity swaps, collars and exchange funds. Additionally, the Company prohibits Company Securities frombeing held in a margin account as collateral for a margin loan, which permits a broker without the customer’s consent to sell such
Company Securities if the customer fails to meet a margin call or pledged (or hypothecated) as collateral for a loan, which would
permit such Company Securities to be sold in foreclosure if the borrower defaults on the loan.
_____________________[1] “Related Person” means: a spouse; minor children; anyone else living in your household; any family member who does not live in your household, butwhose transactions in Company Securities are directed by you or are subject to your influence or control, such as parents or adult children who consult with you
before they trade in Company Securities; partnerships in which you are a general partner; trusts of which you are a trustee; and estates of which you are an
executor.
[2] “Trading” or “trade” refers to the purchase or sale of, or offer to purchase or sell, or the gift of securities (i.e., common stock, preferred stock, options toacquire common stock or preferred stock, etc.) or to “tipping” and making recommendations to trade to other persons and also includes an election to participate
in, or terminate an interest in, or increase or decrease an existing election in, the Company’s ESPP.
[3] “Material information” is information which would reasonably be expected to (i) affect the price of the securities of the company to which it pertains, (ii) be
important to an investor in deciding whether to buy, sell or hold a security of the company to which it pertains, or (iii) significantly alter the total mix of
information available in the marketplace concerning the issuer of the security. Material information can include both favorable and unfavorable information.
[4] “Nonpublic” information is information that is not available to the general public. Unless information has been publicly disclosed (such as by means of apress release carried over a major news service, in a major news publication, in a public filing made with the Securities and Exchange Commission (“SEC”), or
in materials sent to stockholders) and the market has had sufficient time to absorb and react to the information, it should be assumed that the information is
nonpublic. As a general rule, trading should be avoided for two (2) trading days following major news announcements. If circumstances (e.g., a complex
transaction) indicate that a longer period for public dissemination may be necessary, trading should be avoided until such time period has passed.

Revision: Version 11.0

Effective Date: October 19, 2023

II. Additional rules applicable to all directors, officers and certain employees of EnerSys identified in Attachment A.
1. Blackout Periods
All persons subject to these trading rules must check the EnerSys’ Legal Department SharePoint site on the “Blackout
Calendar” before trading to determine whether a blackout period is in effect. If you have any questions regarding whether a blackout
period is in effect consult the Company’s Chief Legal Officer.
Quarterly blackout periods. These persons may not trade in Company Securities during the recurring quarterly blackout
period, which begins after the fourteenth (14th) calendar day following the last day of the second month of each calendar quarter andends at the close of business on the first (1st) full trading day after the public release of the Company’s earnings for such quarter (withthe day of release being counted as the first trading day only if such public release occurs before the market opens). The blackout
dates are posted on the EnerSys’ Legal Department SharePoint site on the “Blackout Calendar”. This prohibition applies to any
trading in Company Securities during a blackout period, including (i) open market purchases or sales or (ii) a sale of Company
Securities following exercise of an employee stock option (including a sale by way of a cashless exercise).
Temporary blackout periods. The Company may also institute temporary blackout periods in the event of a material corporate
developments. Notice of such temporary blackout periods will be posted on the EnerSys’ Legal Department SharePoint site on the“Blackout Calendar”.
Written (10b5‑1) Plan. The limitations of the blackout periods shall not apply to trading in Company Securities pursuant to a“written plan for trading securities” provided that such plan meets the requirements of SEC Rule 10b5-1 of the Securities Exchange
Act of 1934 and is approved in advance by EnerSys’ Chief Legal Officer. For more information regarding requirements of a tradingplan under SEC Rule 10b5-1, see the Policy on Material Non-Public Information for Directors, Executive Officers and Affiliates.
Employee Stock Purchase Plan. These persons may not make an election to participate in, or terminate an interest in, or
increase or decrease an existing election in, the Company’s ESPP during a blackout period or at any time during which such person
has material nonpublic information regarding the Company. However, ongoing purchases of Company stock through the ESPP
pursuant to a prior election are permitted notwithstanding the fact that such person has material nonpublic information regarding theCompany.
2. Selling short. These persons may not at any time during their employment or service with the Company sell Company
Securities they do not own.

2

3. Options. An employee may exercise an employee stock option at any time, but any stock acquired upon such exercise may
not be sold (whether by means of a cashless exercise or otherwise) if the employee has material nonpublic information
regarding the Company. (Note: Please consult with the Chief Legal Officer if you have any questions regarding the selling ofyour stock and material nonpublic information which you believe you may have.) At any time, however, an employee may
deliver EnerSys stock already owned to pay the option exercise price and taxes. These persons may not at any time buy or sell
options on Company Securities except in accordance with a program approved by the Company Board of Directors or a tradecleared by the Chief Legal Officer. (Note: This restriction does not apply to the exercise of employee stock options which is
discussed in the first sentence of this paragraph.) See Cashless Exercise of Options (Off-Market Policy) for additional
information regarding the cashless exercise of options.
4. Other Companies. No person subject to this Policy nor their respective Related Persons may trade in any security of any
other company while in possession of material nonpublic information that was obtained in the course of their involvementwith the Company. No such person or their respective Related Person who knows of any such material nonpublic information
may communicate that information to, or tip, any other person, including family members and friends, or otherwise disclosesuch information. For additional restrictions related to a proposed acquisition, see section III below.
III. Additional rules applicable to proposed acquisitions.
Whenever EnerSys is actively considering a particular company for a material acquisition or for another material business
relationship (such as a joint venture) or whenever another company is considering acquiring EnerSys, all EnerSys employees
involved in, or aware of, due diligence or other planning for or attention to the acquisition or business relationship (“Knowledge
Holding Employees”) are, together with their respective Related Persons, prohibited from trading in any Company Securities and any
securities of the other company. If you are a Knowledge Holding Employee, you should contact the Company’s Chief Legal Officer
regarding whether such acquisition or business relationship would be considered “material” and result in a trading blackout withrespect to Company Securities or any other company. All persons with knowledge of any proposed or pending acquisition or otherbusiness relationship must check with the Chief Legal Officer before trading.
Except with respect to directors and executive officers (see section IV.3 below) and unless as otherwise announced by theCompany’s Chief Legal Officer, the trading window may be closed to all EnerSys employees and their respective Related Persons,and remain closed for two (2) full trading days following the public announcement of an acquisition or relationship. If EnerSys does
not enter into an agreement relating to the acquisition or relationship, this prohibition will terminate when announced by theCompany’s Chief Legal Officer. Any such blackout periods following public announcement of an acquisition or business relationshipwill be communicated by the Company’s Chief Legal Officer.

3

If you have any questions whether trading is prohibited pursuant to this Section III, consult the Company’s Chief Legal
Officer.
IV. Additional rules for the Company directors and executive officers (i.e., Section 16 reporting persons).
1. Pre-clearance and reporting. Any trade of Company Securities by a director, executive officer or Related Person
must be pre-cleared with the Chief Legal Officer and such trade must be reported promptly to the Chief Legal Officer
once made, in each case pursuant to the Policy on Material Non-Public Information for Directors, Executive Officers
and Affiliates.
2. Options and other stock plans. The exercise of EnerSys stock options and/or the sale of stock acquired upon an
exercise are subject to special rules and the Chief Legal Officer must be contacted before any such transaction isconducted. See Section VIII of the Policy on Material Non-Public Information for Directors, Executive Officers andAffiliates and Cashless Exercise of Options (Off-Market Policy) for an explanation of these rules.
3. Mergers and Acquisitions. Complex rules exist for directors and executive officers that restrict their trading in
Company Securities and the securities of the other company while EnerSys is actively considering material merger or
acquisition transactions and ending with the completion of the transaction. Please refer to Sections V.1 and XII.2 of
the Policy on Material Non-Public Information for Directors, Executive Officers and Affiliates for a brief explanationof these rules.
***
Note: This policy applies to personal securities transactions by all directors, officers, employees, agents, independent advisors
or consultants of the Company and their respective Related Persons, including:(a) transactions for accounts in which the EnerSys director, officer or employee has an interest or an ability to
influence transactions; and(b) transactions by the director’s, officer’s or employee’s spouse or any other member of their household unless (i) the
household member’s investment decisions are made independently of the EnerSys director, officer or employee and(ii) the household member has not received nonpublic information about the issuer of the security.
It must be understood, however, that the director, officer and employee and/or the household member will bear the burden of
demonstrating that the household member has not received nonpublic information. Furthermore, EnerSys directors and executive
officers are subject to special rules with respect to any transactions covered in paragraphs

4(a) and (b) above and any such proposed transaction in Company Securities must be discussed in advance with EnerSys’ Chief Legal
Officer.
***This Policy was adopted by, and is the responsibility of, the Nominating and Corporate Governance Committee, and isadministered by the Chief Legal Officer of EnerSys. If you have any questions regarding this Policy, please contact EnerSys’ Chief
Legal Officer. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information
rests with that individual, and any action by the Company, EnerSys’ Chief Legal Officer or any other employee or director pursuant
to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicablesecurities laws.

5

EnerSys Policy on Insider Trading
Attachment A
1. All members of the Board of Directors of EnerSys;
2. All direct reports to the President or Chief Executive Officer of EnerSys;
3. All direct reports to a business unit or regional President;
4. All Executive Vice Presidents, Senior Vice Presidents or Vice Presidents;
5. All Director level personnel directly or indirectly reporting to the Chief Executive Officer;
6. All salaried exempt personnel directly or indirectly reporting to the Chief Financial Officer;
7. All salaried exempt personnel directly or indirectly reporting to the Vice President & Corporate Controller;
8. All salaried exempt personnel directly or indirectly reporting the VP Finance MP Global, VP Finance ES Global, Senior Director
Finance Specialty, or Director Operations Finance;
9. All Marketing Directors;
10. All direct reports to the Chief Integrated Supply Chain Officer; and
11. All employees in the following departments:
a. Executive
b. Legalc. Internal Audit
d. Human Resources (only Director-level and above)6

Exhibit 21.1
ENERSYS
Subsidiaries

EnerSys Argentina S.A.
EnerSys Australia Pty Ltd.
ICS Industries Pty Ltd.
ICS Sheet Metal Pty Ltd.
Alpha Technologies Pty. Ltd.
EnerSys GmbH
EnerSys Belgium BV
EnerSys Brasil Ltda.
EnerSys Participacoes Ltda.
Industrial Battery Holding Ltda.
Alpha Innovations Industria e Comercio de Produtos Eletronicos Ltda.
EnerSys Bulgaria EOOD
EnerSys Canada Inc.
EnerSys Evolution Limited

Alpha Technologies Ltd.
EnerSys Cayman Euro L.P.
EnerSys Cayman Holdings L.P.
EnerSys Cayman Inc.
YCI, Inc.
EnerSystem Chile Ltda.
EnerSys (China) Huada Batteries Company Limited
EnerSys (Chongqing) Huada Batteries Company Limited
EnerSys (Yangzhou) Huada Batteries Co. Ltd.
EnerSys, s.r.o.
EnerSys A/S
EnerSys Europe Oy
EnerSys SARL
Hawker GmbH
EnerSys AE
EnerSys Asia Limited
EnerSys Hungária Kft.
EnerSys Battery Private Limited
EnerSys India Batteries Private Ltd.
Alpha Tech Energy Solutions India Private Limited
EnerSys S.r.l.
EnerSys Holdings (Luxembourg) Sarl
EnerSys (Luxembourg) Finance Sarl
EnerSys Malaysia Sdn Bhd
UTS Holdings Sdn Bhd
UTS Technology (PG) Sdn Bhd
EnerSys de Mexico, S de R.L. de CV

Argentina
Australia
Australia
Australia
Australia
Austria
BelgiumBrazilBrazilBrazilBrazilBulgaria
CanadaCanadaCanadaCayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Chile
China
China
China
Czech Republic
Denmark
FinlandFranceGermany
GreeceHong Kong
Hungary
India
India
India
Italy
Luxembourg
Luxembourg
Malaysia
Malaysia
Malaysia
MexicoEnerSys de Mexico II, S de R.L. de CV
Powersonic, S de R.L. de CV
Yecoltd, S. de R.L. de CV
Batterias Hawker de Mexico S. de R.L. de C.V.
Alpha Mexico Network Power S.A. de C.V.
Riverfront Holding S. de R.L. de C.V.
Alpha Innovations Mexico S. de R.L. de C.V.
ENAS Industrial Batteries Morocco Sarl
EnerSys AS
EnerSys sp. z o.o.
EnerSys JSC
Battery Power International Pte Ltd.
EnerSys Reserve Power Pte. Ltd.
EnerSys South East Asia Pte. Ltd.
NaviSemi Energy Pte Ltd.
EnerSys, s.r.o.
Acumuladores Industriales EnerSys SA
EnerSys AB
N Holding AB
EH Batterien AG
EH Europe GmbHEH Global Holdings GmbH
EH Swiss Holdings GmbH
EnerSys BVEnersys Akü Sanaya Dis Ticaret Limited Sirketi
EnerSys LLC
ABSL Power Solutions Ltd.
EnerSys Holdings UK Ltd.
EnerSys Ltd.
NaviSemi Inc.
ABSL Power Solutions Inc.
EnerSys Advanced Systems Inc.
EnerSys Capital Inc.
EnerSys Delaware Inc.
EnerSys Delaware LLC I
EnerSys Delaware LLC II
EnerSys Delaware LLC III
EnerSys Delaware LLC IV
EnerSys Delaware LLC V
EnerSys Energy Products Inc.
EnerSys Evolution LLC
EnerSys Finance LLC
EnerSys European Holding Co.
EnerSys Mexico Holdings LLC
EnerSys Mexico Management LLC
Esfinco, LLC
Hawker Powersource, Inc.
Hawker Power Systems, Inc.

MexicoMexicoMexicoMexicoMexicoMexicoMexicoMoroccoNorwayPolandRussiaSingapore
Singapore
Singapore
Singapore
Slovak Republic
Spain
SwedenSwedenSwitzerland
Switzerland
Switzerland
Switzerland
The Netherlands
TurkeyUkraineUnited Kingdom
United Kingdom
United Kingdom
California
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware

Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
DelawarePurcell Systems, Inc.
Quallion LLC
Alpha Technologies Services, Inc.
New Pacifico Realty, Inc.

Delaware
DelawareNevadaNevadaExhibit 23.1
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:(1) Registration Statement (Form S-8 No. 333-273833) pertaining to the EnerSys 2023 Equity Incentive Plan,(2) Registration Statement (Form S-8 No. 333-226712) pertaining to the EnerSys 2018 Employee Stock Purchase Plan,(3) Registration Statement (Form S-8 No. 333-219838) pertaining to the EnerSys 2017 Equity Incentive Plan, and(4) Registration Statement (Form S-8 No. 333-168717) pertaining to the EnerSys 2010 Equity Incentive Plan;of our reports dated May 22, 2024, with respect to the consolidated financial statements of EnerSys and the effectiveness of internal control over financial
reporting of EnerSys included in this Annual Report (Form 10-K) of EnerSys for the year ended March 31, 2024.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 22, 2024

EXHIBIT 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, David M. Shaffer, certify that:
1. I have reviewed this Annual Report on Form 10-K of EnerSys;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d15(f)) for the registrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
ENERSYSBy/s/ David M. ShafferDavid M. Shaffer
Chief Executive Officer

Date: May 22, 2024

EXHIBIT 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934I, Andrea J. Funk, certify that:
1. I have reviewed this Annual Report on Form 10-K of EnerSys;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d15(f)) for the registrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
ENERSYSBy/s/ Andrea J. FunkAndrea J. Funk
Chief Financial Officer

Date: May 22, 2024

EXHIBIT 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18. U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of EnerSys on Form
10-K for the fiscal year ended March 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of EnerSys.
ENERSYSBy/s/ David M. ShafferDavid M. Shaffer
Chief Executive Officer

By/s/ Andrea J. FunkAndrea J. Funk
Chief Financial Officer

Date: May 22, 2024

ENERSYS

Exhibit 97.1

Clawback Policy

This Clawback Policy (this “Policy”) applies in the event of any restatement of the financial statements of EnerSys (the “Company”)
due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. This Policy isdesigned to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), Rule 10D-1 promulgated under
the Exchange Act (“Rule 10D-1”) and Section 303A.14 of the New York Stock Exchange Listed Company Manual (the “ListingStandards”).
Administration and Covered Executives
In the event of such a restatement, the Board of Directors (the “Board”) (or an appropriate committee or committees of the Board, as
may be designated by the Board, and in which case references herein to the Board shall be deemed references to such committee)
shall review the circumstances that caused the restatement and shall take such action as it deems appropriate to prevent its recurrence.
This Policy shall be administered by the Board. The Board is authorized to interpret and construe this Policy and to make alldeterminations and rules as it deems to be necessary or advisable for its administration. It is intended that this Policy be interpreted ina manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted
by the Securities and Exchange Commission or the New York Stock Exchange (“NYSE”). Any determinations made by the Board
shall be final and binding on all affected individuals.
This Policy applies to the Company’s current or former executive officers, as determined by the Board in accordance with Section 10D of the
Exchange Act, the definition of executive officer set forth in Rule 10D-1 and the Listing Standards (“Covered Executives”). For this purpose,“executive officers” include those encompassed within the definition of “officers” under Rule 16a-1(f) of the Exchange Act.

Without limiting the foregoing, if the Company is required to prepare an Accounting Restatement (as defined below), the Board shallpromptly require reimbursement or forfeiture to the Company of the Excess Incentive Compensation (as defined below) received by
any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required toprepare an Accounting Restatement, and including, but not limited to, any transition period (that results from a change in the
Company’s fiscal year) within or immediately following those three completed fiscal years, except that a transition period comprisinga period of at least nine months shall count as a full fiscal year.
This Policy applies to all Incentive-Based Compensation received by a Covered Executive: (i) after beginning service as an executive
officer; (ii) who served as an executive officer at any time during the performance period for that Incentive-Based Compensation; and(iii) while the Company has a listed class of securities. Recovery of amounts under this Policy with respect toa Covered Executive shall not require the finding of any misconduct by such Covered Executive or that such Covered Executive is
responsible for any error associated with an Accounting Restatement.
For purposes of this Policy, an “Accounting Restatement” means an accounting restatement of the Company’s financial statements
as a result of material non-compliance with any financial reporting requirements under the securities laws, including, but not limited
to, any required accounting restatement to correct an error in previously issued financial statements that is material to the previously
issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left
uncorrected in the current period. Also for purposes of this Policy, the date on which the Company is required to prepare an
accounting restatement is the earlier of: (i) the date the Board concludes, or reasonably should have concluded, that the Company isrequired to prepare an Accounting Restatement; or (ii) the date a court, regulator or other legally authorized body directs theCompany to prepare an Accounting Restatement, in each case regardless of whether or when the restated financial statements are
filed.
Excess Incentive Compensation: Amount Subject to Recovery
The amount subject to recovery (the “Excess Incentive Compensation”) is the Incentive-Based Compensation received by the Covered
Executive that exceeds the amount of Incentive-Based Compensation that would have been received by the Covered Executive had such amountbeen determined based on the Accounting Restatement. Excess Incentive Compensation shall be determined by the Board without regard to any
taxes paid by the Covered Executive with respect to the Excess Incentive Compensation.
For Incentive-Based Compensation based on stock price or total shareholder return: (i) the Board shall determine the amount of the Excess
Incentive Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return
upon which the Incentive-Based Compensation was received; and (ii) the Company shall maintain documentation of the determination of thatreasonable estimate and provide such documentation to NYSE.
For purposes of this Policy, “Incentive-Based Compensation” means any compensation granted, earned or vested based wholly or in part on
the attainment of a Financial Reporting Measure (as defined below), including, but not limited to:• annual bonuses and other short- and long-term cash incentives;• stock options;• stock appreciation rights;• restricted stock;• restricted stock units;• performance shares; and• performance units.
•
Incentive-Based Compensation is received for purposes of this Policy in the Company’s fiscal period during which the Financial Reporting
Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation
occurs after the end of that period.

A “Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in
preparing the Company’s financial statements, or any measure derived wholly or in part from the financial information, such as revenues,
EBITDA, net income, Company stock price, and total shareholder return. A Financial Reporting Measure need not be presented within the
Company’s financial statements or included in a filing with the Securities and Exchange Commission.
Method of Recoupment
The Board shall determine, in its sole discretion, the timing and method for promptly recouping Excess Incentive Compensation, which may
include without limitation:a. seeking reimbursement of all or part of any cash or equity Incentive-Based Compensation previously paid;b. seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;
c. cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid;d. cancelling or offsetting against any planned future cash or equity-based awards;
e. forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code (the “Code”) and theregulations promulgated thereunder; andf. any other method authorized by applicable law or contract.
Subject to compliance with any applicable law, the Board may recover amounts under this Policy from any amount otherwise payable to the
Covered Executive.
The Company is authorized and directed pursuant to this Policy to recoup Excess Incentive Compensation in compliance with this Policy, exceptthat the Company may choose not to pursue a claim to recover Excess Incentive Compensation to the extent that the Compensation Committee of
the Board has determined it would be impracticable to do so solely for the following limited reasons, and subject to the following procedural anddisclosure requirements:••

the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that prior toconcluding that it would be impracticable to recover any amount of Excess Incentive Compensation based on expense of enforcement,
the Board must make a reasonable attempt to recover such erroneously awarded compensation, document such reasonable attempt(s) torecover and provide that documentation to NYSE; or
recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of theCompany, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

No Indemnification of Covered Executives
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Excess Incentive Compensation. The
Company is prohibited from paying or reimbursing a Covered Executive for purchasing insurance to cover any such loss.
Board Indemnification
Any members of the Board or its delegates shall not be personally liable for any action, determination or interpretation made with respect to thisPolicy and shall be fully indemnified by the Company to thefullest extent under applicable law and Company organizational documents and policy with respect to any such action, determination orinterpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board or its delegates underapplicable law or Company organizational documents and policy.
Effective Date
This Policy shall be effective as of the effective date of the Listing Standards (the “Effective Date”). The terms of this Policy shall apply to any
Incentive-Based Compensation that is received by Covered Executives on or after the Effective Date, and during the applicable clawback period
described herein, even if such Incentive-Based Compensation was approved, awarded, granted or paid to Covered Executives prior to the
Effective Date.
Amendment and Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations
adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act, to comply with any rules or standards adopted by
NYSE, and to comply with (or maintain an exemption from the application of) Section 409A of the Code. The Board may terminate this Policy at
any time.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity
award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder,
require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not inlieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any
employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Severability
The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to
be unenforceable or invalid under any applicable law, such provision shall be applied to the maximum extent permitted, and shall automaticallybe deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicablelaw.
Governing Law
This Policy and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of Delaware,
excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal
representatives.
Exhibit Filing Requirement

A copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to theCompany’s Annual Report on Form 10-K.
[FOR SIGNATURE BY THE COMPANY’S COVERED EXECUTIVES]
Clawback Policy Acknowledgment
I, the undersigned, agree and acknowledge that I am fully bound by, and subject to, all of the terms and conditions of the EnerSys Clawback
Policy (as may be amended, restated, supplemented or otherwise modified from time to time, the “Policy”). In the event of any inconsistency
between this Policy and the terms of any employment agreement to which I am a party, or the terms of any compensation plan, program oragreement under which any compensation has been granted, awarded, earned or paid, the terms of this Policy shall govern. In the event it isdetermined by the Board, or such committee thereof that is charged with administration of this Policy, that any amounts granted, awarded, earnedor paid to me must be forfeited or reimbursed to the Company, I will promptly take any action necessary to effectuate such forfeiture and/or
reimbursement. Any capitalized terms used in this Acknowledgment without definition shall have the meaning set forth in this Policy.
By: Date:
Name:
Title: